Commercial Law Commons^™

The Warranty Of Merchantability And Computer Software Contracts: A Square Peg Won't Fit In A Round Hole, Edward G. Durney

Washington Law Review

Courts have consistently held that Article 2 of the Uniform Commercial Code (U.C.C.) governs transactions involving computer hardware. Treatment of computer software transactions has been less consistent. This Comment contends that computer software, an intangible, is not within the scope of Article 2. It further contends that the warranty of merchantability cannot meaningfully be applied by analogy in computer software contracts. Finally, this Comment concludes that existing tort and contract causes of action provide software users with sufficient protection.

Evidentiary Problems In--And Solutions For--The Uniform Commercial Code, Ronald J. Allen, Robert A. Hillman

Cornell Law Faculty Publications

The Uniform Commercial Code does not offer a systematic approach to the rules governing the evidentiary relationships of parties to commercial litigation. In this article, Professors Allen and Hillman present a general analytical approach to proof rules, highlight the shortcomings of the Code's evidentiary provisions, and discuss the inevitable confusion in the case law construing the Code. They propose an amendment to the Code designed to clarify and improve the Code approach.

Arbitration Of International Contract Disputes, William W. Park

Faculty Scholarship

International commercial arbitration has been the victim of its own success. Arbitration is often the only dispute resolution process acceptable in business contexts where parties from different countries have rejected recourse to each other's legal system at the outset of the contractual relationship. For example, when a Swedish shipyard contracts to build tankers for an agency of the Libyan government, the Swedes are unlikely to relish the prospect of appearing before Libyan courts, and the Libyans may view submission to the courts of Sweden (or of another industrialized Western nation) as an affront to Libyan national sovereignty. Neither the Swedish …

Interstate Gas Pipeline Ratemaking And Contract Implications, Henry E. Brown

Natural Gas Symposium: Contract Solutions for the Future of Regulatory Environment (March 24-25)

61 pages.

Contains references.

Contains 7 attachments.

Creditors’ Rights Involved In The Production And Sale Of Natural Gas, William M. Schultz

Natural Gas Symposium: Contract Solutions for the Future of Regulatory Environment (March 24-25)

101 pages (includes forms).

Contains 6 attachments.

Section 311 And 312 Of The Natural Gas Policy Act Of 1978 And Hinshaw Pipelines, Lauren Eaton

Natural Gas Symposium: Contract Solutions for the Future of Regulatory Environment (March 24-25)

5 pages.

Drafting And Interpreting Sensitive Gas Purchase Contract Provisions, William D. Watson

Natural Gas Symposium: Contract Solutions for the Future of Regulatory Environment (March 24-25)

8 pages.

Off-System Sales: Will They Ever Return?, Paul F. O'Konski

Natural Gas Symposium: Contract Solutions for the Future of Regulatory Environment (March 24-25)

5 pages.

Off-System Sales – Will They Ever Return? (The Interstate Side), Robert C. Mchugh

Natural Gas Symposium: Contract Solutions for the Future of Regulatory Environment (March 24-25)

27 pages (includes illustrations).

Contains 2 pages of references.

Contains 1 attachment.

The Natural Gas Industry In Transition, Ruth A. Maurer

Natural Gas Symposium: Contract Solutions for the Future of Regulatory Environment (March 24-25)

10 pages (includes illustrations).

Legislative Prospects For Wellhead Pricing Of Natural Gas, Richard G. Morgan

Natural Gas Symposium: Contract Solutions for the Future of Regulatory Environment (March 24-25)

162 pages.

Contains 16 attachments.

Contractual And Other Considerations Affecting Producers, Pipelines And Distributors During Current Period Of Market Demand Constraints [Outline], Michael J. Manning

Natural Gas Symposium: Contract Solutions for the Future of Regulatory Environment (March 24-25)

6 pages.

Agenda: Natural Gas Symposium: Contract Solutions For The Future Of Regulatory Environment, University Of Colorado Boulder. Natural Resources Law Center, University Of Houston. Law Center

Natural Gas Symposium: Contract Solutions for the Future of Regulatory Environment (March 24-25)

Contents:

The natural gas industry in transition / Ruth A. Maurer -- Legislative prospects for wellhead pricing of natural gas / Richard G. Morgan -- Off-system sales : will they ever return? : the interstate side / Robert C. McHugh -- Off-system sales : will they ever return? / Paul F. O'Konski -- Contractual and other considerations affecting producers, pipelines and distributors during current period of market demand constraints / Michael J. Manning -- Section 311 and 312 of the Natural Gas Policy Act of 1978 and Hinshaw pipelines / Lauren Eaton -- Drafting and interpreting sensitive gas purchase contract …

The Efficacy Of Guaranty Contracts In Sophisticated Commercial Transactions, Peter A. Alces

Faculty Publications

Even though contracts of guaranty are not subject to uniform standards of interpretation throughout the states, both case law and statutory development have tended to evidence a strong sympathy for the guarantor. In spite of this trend, Professor Alces suggests that creditors' counsel can, through careful drafting, do much to assure the enforceability of the guaranty contract. A scrupulously structured guaranty contract, one that anticipates possible defenses to liability in explicit terms, may well be upheld, even in cases in which guarantors occupied weak negotiating positions vis-a-vis creditors. Moreover, the attack on the guaranty as a fraudulent conveyance under section …

Foreign Exchange Sales And The Law Of Contracts: A Case For Analogy To The Uniform Commercial Code, Michael L. Manire

Vanderbilt Law Review

The purpose of this Note is not only to benefit lawyers and judges who must confront these problems in litigation, but also to provide participants in the foreign exchange market with both an understanding of the legal significance of their procedures for making foreign exchange contracts and an appreciation of the possible legal consequences of the mistakes that inevitably result from fol-lowing these procedures.

Contract Modification Under The Restatement (Second) Of Contracts, Robert A. Hillman

Cornell Law Faculty Publications

No abstract provided.

Contract Law In Modern Commercial Transactions, An Artifact Of Twentieth Century Business Life?, James J. White

Articles

Diligent first year law students study contract law with a passion previously reserved for romantic objects and religious idols. Their professors lead them in extensive and difficult intellectual explorations of the wilds of contract law. There are careful analyses of why damage recovery X will stimulate performance Y, why recovery A is appropriate to encourage the aggrieved party to return to the market, and so on and so forth. Lurking behind this year long analysis are several inarticulate hypotheses: that they make rational evaluations of the threat of legal sanctions; that they respond in other varied and subtle ways to …

Eight Cases And Section 251, James J. White

Articles

[A] continuing sense of reliance and security that the promised performance will be forthcoming. . . is an important feature of the bargain-so states Comment 1 to section 2-609 of the Uniform Commercial Code. At common law, one party to a contract might suffer considerable and justifiable anxiety about the other party's willingness or ability to perform and yet have no legal basis for cancelling the contract or for procuring additional assurances from the other party. Section 251 of the Restatement (Second) of Contracts is designed to provide a remedy for one party's reasonable fears that the other party to …

Franchise Regulation: Comprehensive State Regulation Now Unnecessary, Robert C. Downs

Faculty Works

Since 1970, there has been an epidemic of state regulatory activity con­cerning the sale of franchises and business opportunities. In addition to those states which actually have adopted franchise regulation statutes, several state legislatures currently are considering pending legislation. Undoubtedly, other states, including Missouri, soon will have the opportunity to protect their un­suspecting citizens from the risks believed to be inherent in the franchising industry.

Nor has the franchising business gone unnoticed by the federal govern­ment. On December 21, 1978, the Federal Trade Commission (FTC) published its rule 436, entitled "Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures." …

A Study Of Uniform Commercial Code Methodology: Contract Modification Under Article Two, Robert A. Hillman

Cornell Law Faculty Publications

A goal of the Uniform Commercial Code is to provide rules that respond to commercial reality so that the intentions of contracting parties will be effectuated. To meet this challenge the U.C.C. was written to allow both certainty and flexibility. In this Article, Professor Hillman examines the Code provisions governing contract modifications. Through a series of hypothetical problems he explores the methodology used by the U.C.C. in attempting to achieve a proper balance between stability and flexibility in contract modification law. He concludes that the Code has not been successful in achieving its goals in this area. The various sections …

Negotiation Techniques For Warranty And Enforcement Clauses In International Licensing Agreements, Brian G. Brunsvold

Vanderbilt Journal of Transnational Law

The pre-negotiation planning procedure shows that information for the planning steps is needed from marketing and production personnel, lawyers, researchers, engineers, management, and a licensing specialist. A licensor usually cannot afford to have all of these personnel present at the negotiating sessions. A licensing negotiation proceeds most efficiently when the negotiating team includes people who are familiar with marketing the licensed product and experienced in the technical details of the subject matter to be licensed. A lawyer is also necessary to provide legal advice during negotiations and draft or review the negotiated agreement. There are some situations in which an …

Tax Characterization Of International Leases: The Contours Of Ownership, William W. Park

Faculty Scholarship

Pondering the human tendency to pay dearly for short-lived adornments, Shakespeare asks a question of interest to lawyers as well as poets: "Why so large cost, having so short a lease.. .? The lawyer's analysis of the issue might begin with a scenario set in an imaginary world in which the tax effects of business transactions are determined by their legal form rather than their economic substance. In such a world, each of two companies decides to build a new factory. One acquires the land outright, paying in several installments. The other enters into a shortterm lease at a very …

The Uniform Commercial Code Section 2-609: A Return To Certainty, 14 J. Marshall L. Rev. 113 (1980), Marc W. Sargis

UIC Law Review

No abstract provided.

Promissory Estoppel And Section 2-201 Of The Uniform Commercial Code, Michael B. Metzger, Michael J. Phillips

Villanova Law Review (1956 - )

No abstract provided.

Commercial Hardship And The Discharge Of Contractual Obligations Under American And British Law, John J. Gorman

Vanderbilt Journal of Transnational Law

There are several doctrines under which contractual obligations have been judicially discharged. This Note will examine the United States doctrine of commercial impracticability or commercial impossibility and the English doctrine of frustration of contract or frustration of the commercial objective. The focus of this Note therefore is on those situations in which discharge from contractual obligations is sought because of supervening economic hardship. Part II provides a brief historical account of the development of the English common law doctrine of impossibility. Part III traces the development of the United States concept of commercial impossibility and commercial impracticability from the early …

Consumer Liability For Deficiencies In Washington, Edith R. Warkentine

Seattle University Law Review

This article focuses on a secured party's right to hold a debtor liable for a deficiency when resale of the goods does not satisfy the remaining obligation.

Taxation–Sale And Leaseback–Multiple Party Transaction With Economic Substance And Business Purpose Is Valid, Lane H. Strother

University of Arkansas at Little Rock Law Review

No abstract provided.

Usury–Commitment Fees–Maybe Yes, Maybe No, But Not This Time, Michael E. Wheeler

University of Arkansas at Little Rock Law Review

No abstract provided.

Usury In Arkansas–Revisited, Revised And Reaffirmed, James E. Mitchell, W. Christopher Barrier

University of Arkansas at Little Rock Law Review

No abstract provided.

Policing Contract Modifications Under The Ucc: Good Faith And The Doctrine Of Economic Duress, Robert A. Hillman

Cornell Law Faculty Publications

No abstract provided.