Commercial Law Commons^™

The Use Of Penalty Clauses In Location Incentive Agreements, Matthew T. Furton

Indiana Law Journal

No abstract provided.

Intellectual Property And The Costs Of Commercial Exchange: A Review Essay, Robert P. Merges

Michigan Law Review

A Review of The Commercial Law of Intellectual Property by Peter A. Alces and Harold F. See

Warranties Against Infringement In The Sale Of Goods: A Comparison Of U.C.C. § 2-312(3) And Article 42 Of The U.N. Convention On Contracts For The International Sale Of Goods, Joseph J. Schwerha Iv

Michigan Journal of International Law

Gone are the days of simple sales contracts. Today's corporate lawyers must have not only a substantial understanding of basic commercial law, but also of the related intellectual property law. Because of the shrinking global economy, such knowledge must rise to an international level.

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 …

Forum Selection And Choice Of Law Clauses In International Contracts: A United States Viewpoint With Particular Reference To Maritime Contracts And Bills Of Lading, Phillip A. Buhler

Articles, Book Chapters, & Popular Press

This Article approaches the topic of forum selection from a U.S. perspective. It is reasonable to expect, however, particularly with regard to bills of lading and maritime trade, that the approach of other nations toward international contracts is, or soon will be, very similar. For the sake of simplicity, "choice of law" and "choice of forum" will be addressed together, and referred to as either "choice of forum" or "forum selection." Many contracts only specify a particular forum, while others specify only the application of a particular law. U.S. courts and international conventions have generally taken the same approach to …

Much Ado About Nothing: Achieving "Essential" Negotiability In An Electronic Environment, David Frisch

Law Faculty Publications

The approach adopted here is both historical and analytical. Part II of this Article describes the historical development of assignment law, and demonstrates that it parallels a more general shift of the law away from physical conceptions of property. It concludes that although a paper-based document may still be a practical requirement, there is no longer a valid theoretical justification for not making the law of negotiable instruments media neutral. In Part III we survey the features of negotiable instrument law and compare it generally with the law of assignments. This comparison suggests that the most striking substantive difference between …

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.

Notification Of Documentary Discrepancies In Letter Of Credit Transactions, Hong Liu

LLM Theses and Essays

The objective of the thesis is to examine only one aspect of the legal relationship between an issuer and a beneficiary, i.e., an issuer’s duties regarding notifying a beneficiary of documentary discrepancies in the letter of credit transactions. To lay down a theoretical foundation, the basic principle of the letter of credit law and policy considerations for this legal obligation will be explored in the thesis. In Chapter II, the relevant provisions of the U.C.C and U.C.P. will be examined and compared. Chapter III will focus on how the courts interpret and apply the U.C.C and U.C.P. in the cases …

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.

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

Cornell Law Faculty Publications

No abstract provided.

Introduction To The Revision Of Article 2 Of The Uniform Commercial Code Symposium, Peter A. Alces

William & Mary Law Review

No abstract provided.

Contract Formation And Modification Under Revised Article 2, Richard E. Speidel

William & Mary Law Review

No abstract provided.

Intangibles Contracts: Thoughts Of Hubs, Spokes, And Reinvigorating Article 2, Raymond T. Nimmer

William & Mary Law Review

No abstract provided.

Reinventing The Wheel, Marion W. Benfield Jr., Peter A. Alces

William & Mary Law Review

No abstract provided.

The Revision Of Article 2: Romancing The Prism, John E. Murray Jr.

William & Mary Law Review

No abstract provided.

Check Fraud Litigation In Connecticut After The 1990 Revisions To The U.C.C., Timothy Fisher

Faculty Articles and Papers

No abstract provided.

Will The Copyright Office Be Obsolete In The Twenty-First Century?, Pamela Samuelson

Cardozo Arts & Entertainment Law Journal

No abstract provided.

The Role Of The Copyright Office In The Age Of Information, Eric Schwartz

Cardozo Arts & Entertainment Law Journal

No abstract provided.

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 .

Critical Rules In Negotiating Sales Contracts: The Lawyer's Job, James J. White

Other Publications

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. Most of those 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 immediate or remote parties. Third parties may …

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

Contribution Arguments In Commercial Law, Steven Walt, Emily Sherwin

Cornell Law Faculty Publications

No abstract provided.

Reconsidering Consideration In The Restatement (Third) Of Suretyship, Peter A. Alces

William & Mary Law Review

No abstract provided.

Resolving Commercial Disputes In China: Foreign Firms And The Role Of Contract Law, Roy F. Grow

Northwestern Journal of International Law & Business

It is not my intention to explicate China's Foreign Economic Contract Law (FECL), the Joint Venture Law (JVL), or the Foreign Enterprise Income Tax Law (FEITL). The analysis of these codes has been done in great detail by others.' Instead, I will examine the actual behavior of the most important actors governed by this set of laws-the Chinese and foreign enterprises that work with one another and which must find ways to resolve their competing claims. In this study, I will examine the tension between Chinese and foreign firms by focusing on several specific and limited questions having to do …

Controlling The Franchiser's Right To Cancel The Franchise Relationship: Fairness As An Underlying Principle, Mirja Huovinen

LLM Theses and Essays

Franchises are critically important arrangements for the distribution of goods and services in the US. It has been estimated that a third of all retail sales occur through franchising. Franchising is a cooperative arrangement, in which the franchisor and the franchisee are both investors. The franchiser contributes its name, expertise, and resources. But franchisee adds its own investment, gains its own ownership and vitally interested in the success of the venture. Chapter II introduces generally the chief elements of a franchise relationship, and special problems and alternative solution concerning franchise cancellation situations. In a franchise relationship, the franchisor acts as …

The Duty Of Good Faith And The Security Of Performance, Howard Hunter

Research Collection Yong Pung How School Of Law

John Carter's paper provides a good discussion of many fundamental problems associated with the satisfactory enforcement of contractual obligations. In reviewing the various subtopics of the conference, he posits a scale of 'security' for performance that runs from simple reliance on the promisor's word to that of the chattel or real property mortgage with maximum rights of self-help in the promisee. In this commentary on his paper, I will argue that the greatest security for any promisee remains the word of the promisor and that this is so for reasons beyond those of honour. First, the duty of good faith …

1991 Revisions To Articles 3 And 4 Of The Uniform Commercial Code, Timothy Fisher

Faculty Articles and Papers

No abstract provided.

Opportunism And Trust In The Negotiation Of Commercial Contracts: Toward A New Cause Of Action, G. Richard Shell

Vanderbilt Law Review

In a complex economy, many business transactions take place sequentially-one party performs in part or in full before the other side executes its side of the bargain. Sequencing has many advantages, but it creates an unfortunate incentive. Having received its benefit from the bargain, the party who is to perform last may be tempted to renege on its obligations. Law and economics scholars often describe the conduct of a reneging party in these situations as "opportunistic." The reneging party, perceiving an opportunity to increase its gain, yields to temptation and refuses to perform. The law of contract helps to diminish …