Law Commons^™

Seller’S Damages From A Defaulting Buyer Of Realty: The Influence Of The Uniform Land Transactions Act On The Courts, Gerald Korngold

Articles & Chapters

No abstract provided.

Reforming Article 9 Priorities In Light Of Old Ignorance And New Filing Rules (Symposium: 'Managing The Paper Trail': Evaluating And Reforming The Article 9 Filing System), James J. White

Articles

The other papers in this Symposium demonstrate that we have the technical capacity to build a filing system that will exceed the expectations of Grant Gilmore in every dimension.1 With more thought about what is put into the system and more clever software to get it out, the most sophisticated system possible under current technology will store and produce enough information about a debtor to give the ACLU a fright. All of the issues on improving the filing system are important, but I do not concern myself with any of them directly. I am here discuss a different question. In …

How To Negotiate A Sales Contract, James J. White

Articles

A. Introduction 1. In my experience, lawyers begin negotiating only after the business people have decided upon the description and quality of the product, the time of delivery, and the mode and amount of payment. The lawyers are left with the pathological problems - who gets what in case of trouble. 2. Most of those pathological problems relate to the seller's responsibility if the product does not conform to the contract or otherwise fails to please the buyer. These failures can cause economic loss to the buyer, economic loss to a remote purchaser, or personal injury or property damage to …

The Implicit "Takings" Jurisprudence Of Article 9 Of The Uniform Commercial Code, David Frisch

Law Faculty Publications

Part I of this Article begins by reasserting that central to the idea of property rights is the legal entitlement to remedies that permits a person to exercise dominion over the specific asset or to exclude the exercise of dominion by others. Next, part I examines the essence of a security interest and demonstrates that it is a protected property interest. Part II sets forth a model of priorities that suggests that although property interests should ordinarily be protected by a property rule, there is something special about a security interest, implying the need for greater contingency and justifying a …

The Intersections Of Articles 2 And 9: Recommendations For Clarification And Revisions, Richard E. Speidel, James J. White

Other Publications

Both Article 2, Sales and Article 9, Secured Transactions are under revision. The process of coordination is underway, but there is still much work to do. The following materials identify the major issues at the intersections and some tentative solutions. All references are to the 1990 Official Text of the Uniform Commercial Code unless otherwise stated. When stated, references are to the October, 1995 Draft of Article 2 and the July, 1995 Draft of Article 9.

Warranties And Remedies On Breach: Proposed Revision Of Article 2 And Related Proposals Concerning Products Liability Law, Richard E. Speidel, James J. White

Other Publications

The following materials contain (1) the warranty provisions, §§2-313 through 2-318, from the October, 1995 Draft of Revised Article 2, Sales, with selected Reporter's Notes; (2) Discussion questions on warranties; and (3) A comparison of Revised Article 2 and the ALl's Products Liability Restatement (Tent. Draft #2, March 13, 1995), with discussion problems.

They Came From "Beyond The Pale": Security Interests In Tort Claims, Harold R. Weinberg

Law Faculty Scholarly Articles

"[B]eyond the pale" is how the drafters of Article Nine of the Uniform Commercial Code regarded tort claims. They considered tort claims to be noncommercial assets inappropriate for inclusion as collateral within the scope of a commercial financing statute. Tort claims may not be out-of-bounds much longer. The Article Nine Study Committee of the Permanent Editorial Board for the Uniform Commercial Code recommends expansion of the Article's scope to encompass security interests in claims arising out of tort. This recommendation is significant. Tort causes of action comprise an ever-expanding universe of civil wrongs for which courts afford redress. The owners …

The Influence Of International Practice On The Revision Of Article 5 Of The Ucc, James J. White

Articles

The topic of this symposium is the influence that international law has had on domestic law of the United States. I believe that the story of the revision of Article 5 of the Uniform Commercial Code fits here, but some might dispute that. Although it is certainly fair to say that international practice-in a sense international law-was a powerful influence on the revision of Article 5 of the Uniform Commercial Code, that practice, and the way in which that influence was exerted were almost entirely sui generis to the letter of credit law, practice and history.

Standards For Revising Article 2 Of The U.C.C.: The Nom Clause Model, Robert A. Hillman

Cornell Law Faculty Publications

No abstract provided.

14th Annual Conference On Legal Issues For Financial Institutions, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, M. Brooks Senn, M. Thurman Senn, Stephen M. Cross, James A. Huguenard, Walter R. Byrne, J. Rick Jones, William G. Porter Ii, Anthony J. O'Malley, Willam M. Lear, Robert M. Watt Iii, Herbert Miller, John T. Mcgarvey, Gwendolyn M. Young

Continuing Legal Education Materials

Materials from the 14th Annual Conference on Legal Issues For Financial Institutions held by UK/CLE in March 1994.

Proposed Revisions Concerning Products Liability Caveat Vendor, James J. White

Other Publications

Both industrial sellers and consumer sellers should look at proposals for revision of the sections relating to warranty liability in Article 2. Particularly important are the sections on warranty, express and implied, on third-party liability, disclaimers and limitation of remedy, notice, and statute of limitations. Using current law as a baseline, revised Article 2 increases sellers' liability in at least half a dozen ways and decreases it in no significant way.

Article 5: Highlights Of The Proposed Revision, James J. White

Other Publications

I. The Current Status of Article 5: Drafting, Approval and Promulgation--The Most Significant Changes or Clarifications -- II. The Most Contentious Issues in the Revision of Article 5 -- III. More Subtle Questions About Revised Article 5

The Effect Of Section 1-102(3) And 1-103 On Commercial Agreements Involving Ucc Tansactions: Should They Be Revised?, James J. White

Other Publications

Power to Modify Article 5 Obligations Under 1-102(3) and 1-203. see Sections 5-103(c) and 5-116(c) of Revised Article 5.

Persons speaking for issuing banks argued strongly in the Article 5 revision process that complete freedom of contract should prevail and that no provision should be made invariable . They argued successfully for the removal in current Section 5-109 of references to due care and they argued successfully against the inclusion of any similar obligation elsewhere in Article 5. Consequently Section 1-102(3) has no place to get a grip in Article 5--because no obligations of due care are expressed in the …

The Emerging Article 2: Remedies For Breach Of The Contract For Sale, Richard E. Speidel, James J. White

Other Publications

Article 2, Sales is being revised by a Drafting Committee of the National Conference of Commissioners on Uniform State Laws. To date, the Drafting Committee has held eight meetings and two more are scheduled for early 1995 . The first reading of revised Article 2 occurred at the annual meeting of NCCUSL in August, 1994. A target completion date for the Article 2 project is August, 1996 .

Work And Play In Revising Article 9 (Symposium On The Revision Of Article 9 Of The Uniform Commercial Code), James J. White

Articles

For Professors Harris and Mooney the time has come to distinguish between work and play. Debating whether security is efficient is play. Revising Article 9 is work. Even Professor Schwartz does not argue for the abolition of Article 9; he merely reiterates the "puzzle" of secured credit and argues in his playful fashion that security might not be efficient.' Were it not for the fact that this debate might give us some insights about certain priority rules (such as those having to do with purchase money), it would be pure intellectual masturbation, a game with no purpose other than to …

Comments To The Reporters And Selected Members Of The Consultative Group, Restatement Of Torts (Third): Products Liability, Howard C. Klemme

Publications

No abstract provided.

Scope Of The Uniform Commercial Code: Advances In Technology And Survey Of Computer Contracting Cases, Harold R. Weinberg, Ameila H. Boss, William J. Woodward Jr.

Law Faculty Scholarly Articles

Since the 1940s, the technology revolution has enabled people to communicate electronically. Sitting at a computer terminal connected to a modem and a telephone wire, it is possible to send a message anywhere in the country (or throughout the world)—to another computer, to a telecopy or telefax machine, even to a telephone. Paper is being replaced by electronic signals as a mode of communication. This revolution calls into question some of the fundamental rules upon which our contracts and the U.C.C. were built. On a broader scale, electronic communication raises issues that include the rights and responsibilities of providers and …

Legislative Process And Commercial Law: Lessons From The Copyright Act Of 1976 And The Uniform Commercial Code, Harold R. Weinberg, William J. Woodward Jr.

Law Faculty Scholarly Articles

Overlap and conflict are inevitable in any legal system in which a federal government and state governments both have authority to enact laws. In our federal system, the Constitution's Supremacy Clause identifies federal law as preeminent in case of conflict. When conflict develops and litigation is required to determine whether state or federal law controls the issue at hand, our system analyzes the problem using the term preemption as a basis for analysis.

This Article explores the federal legislative process that precedes judicial preemption decisions. By studying the legislative process for its sensitivity to preemption issues, possible ways to modify …

Twenty-Five Years Of Strict Product Liability Law: The Transformation And Present Meaning Of Section 402a, Charles E. Cantú

Faculty Articles

Twenty-five years ago, the American Law Institute had just published Section 402A of the Restatement (Second) of Torts. As a consequence of this new and innovative rule, the theory of recovery in the area of defective products was expanded from a system based on principles of negligence and warranty to one that also included the doctrine of strict product liability. The promulgation of Section 402A marked the beginning of a growing revolution in the field of plaintiff-oriented litigation in which parties and courts frequently center their inquiry upon the defectiveness of the product and issues related thereto, rather than on …

Roll Over, Llewellyn?, Peter A. Alces

Faculty Publications

No abstract provided.

Preference Conundrums, James J. White, Daniel Israel

Articles

Every law teacher and many law students and practitioners understand the intellectual sport to be found in Section 547 on preference law. Because the preference rules are so intricate, rigorously logical-but really not logical-they command more than their fair attention, not only in law school but also in continuing legal education and even in the courts. Our purpose in this article is not to answer any of the difficult questions or to give a global explanation of preference law. Rather it is to confront a few of the conundrums in Section 547 and to follow the paths of those conundrums …

Revising Article 9 To Reduce Wasteful Litigation, James J. White

Articles

For reasons that are unclear to me, the committees reviewing the articles of the Uniform Commercial Code and drafting revisions are congenitally conservative. Perhaps these committees take their charge too seriously, namely, to revise, not to revolutionize. Perhaps their intimate knowledge of the subject matter exaggerates the importance of each section and consequently magnifies the apparent size of every change. In any case, my own experience with two such committees tells me that the members quickly become focused on revisions and amendments that any outsider would describe as modest. To the extent that the revision of any of the articles …

But The Proposed Uniform Commercial Code Was Adopted Is The Ucc Dead, Or Alive And Well, Carl Felsenfeld

Faculty Scholarship

The oldest living resident may recognize that the title above is de- rived from an article written by Professor Frederick K. Beutel of the Yale Law School, which appeared in the 1952 Yale Law Journal. Professor Beutel began his article by stating that the UCC should not be adopted and concluded by advising that it would "mark the beginning of the end of fairness and uniformity in the commercial law." Beutel's advice was not taken, and, with relatively modest modifications, the UCC has been adopted in all states. This Essay investigates whether Professor Beutel's concerns were justified.

The Unbearable Lightness Of Title Under The Uniform Commercial Code, William Tabac

Law Faculty Articles and Essays

This Article will offer the heresy that the transactions in goods that the Code regulates are still firmly grounded on ownership principles and that these principles must be reckoned with to fulfill the Code's design. It is therefore important first to identify the various property interests in goods that one can obtain under the Code and determine how the Code ties these interests to title.

Countermanded Checks And Fair Dealing Under The Uniform Commercial Code, William Tabac

Law Faculty Articles and Essays

This article evaluates the potential effect of this tort on the bank andits customer where the improper payment is an indisputable binding stop payment order. Part I examines a bank's duty to properly pay checks.Part II describes the bank's reimbursement rights. Part III examines the breach of covenant of good faith tort. Part IV analyzes liability under the Code. Part V argues that banks must promptly recredit customers' accounts when banks improperly pay over binding stop payment orders. The article concludes that upon being notified that it has overlooked a binding stop payment order, a bank must promptly recredit the …

Purchase Money Security Interest In Inventory: If It Does Not Float, It Must Be Dead!, D. Benjamin Beard

Articles

No abstract provided.

Strange Bedfellows For Electronic Funds Transfers: Proposed Article 4a Of The Uniform Commercial Code And The Uncitral Model Law Symposium: Revised U.C.C. Articles 3 &(And) 4 And New Article 4a, Carl Felsenfeld

Faculty Scholarship

Two pieces of proposed legislation that will affect the same subject matter are proceeding down parallel tracks. If all goes as planned, the tracks will at some time turn inward and there may be a collision. Each piece has as its core concern the subject of electronic funds transfers ("EFTs"), the modern device that has overtaken checks as the principal form of money transfer.' Basically, however, before the promulgation of Article 4A there was no legislation, either in the United States or abroad, that governed EFTs in the way that Articles 3 and 4 of the Uniform Commercial Code ("U.C.C.") …

Goldstein's Curse, James J. White

Articles

ON April 16, 1980, a man using the name Marvin Goldstein opened a bank account at a Baltimore branch of Union Trust Company. He deposited $15,000 in cash. He told the branch manager that he planned to establish a Baltimore office of his father's New York business, "Goldstein's Precious Metals and Stones." Goldstein identified himself with a New Jersey driver's license and gave a bank reference from New York. On May 6, Goldstein deposited a check for $880,000 at another Union Trust branch near the branch where he had opened the account. Words on this check indicated that it was …

The Warranty Of Quality In Sale Of Goods Under The Perspective Of The American And French Law, Renaud Baguenault De Puchesse

LLM Theses and Essays

While the United States’ common law system is characterized by diversity due to each state having its own set of rules, in certain areas there are nationwide legislative attempts of unification and standardization. One such attempt is the adoption of the Uniform Commercial Code which governs the sale of goods law in the United States. The French civil law system generally differs greatly from the American system in that it is primarily based upon statutes and codes. However, the American Uniform Commercial Code and the French Civil Code provide tangible, comparable bases to assess similarities and differences between American and …

The Malformed Mouse Meets The Libr: Secured And Restitutionary Claims To Commingled Funds, Harold R. Weinberg

Law Faculty Scholarly Articles

The "malformed mouse" is section 9-306(4)(d) of the Uniform Commercial Code. It provides a formula that determines the extent to which an insolvent debtor's commingled bank account contains funds subject to a security interest. A special entitlement is necessary because it is impossible to physically distinguish this collateral after commingling. The label malformed mouse is appropriate if one agrees with critics who have questioned the mouse's statutory architecture and underlying rationale. The image of an elusive creature is also apt. The mouse continues to elude understanding, although it has been part of the Code for many years and the subject …