Commercial Law Commons^™

How Negotiability Has Fouled Up The Secondary Mortgage Market, And What To Do About It, Dale A. Whitman

Pepperdine Law Review

No abstract provided.

Uk’S Ratification Of The Cisg – An Old Debate Or A New Hope For The Economy Of The Uk On Its Way Out Of The Recession: The Potential Impact Of The Cisg On The Uk’S Sme, Silvia E. Nikolova

Pace International Law Review Online Companion

The main hypothesis of this article is that the Vienna Convention on the International Sale of Goods has the potential to act as a catalyst for the economy of the UK on its way out of the recession and, therefore, should be ratified, as it will strongly affect the development of the SME sector. This hypothesis will be questioned and evaluated throughout the article.

In Part II of the article, the importance of the SMEs for the current economy of the UK will be assessed. Together with Part I, Part II will form the prism through which the remainder of …

Explaining Adversarial Boilerplate Language In The Battle Of The Forms: Are Consequential Damages In The U.C.C. Gap Fillers A Penalty Default Rule?, Ryan Griffee

The Journal of Business, Entrepreneurship & the Law

In this article, game theory is applied to the battle of the forms and related scenarios to explain Daniel Keating’s observations, reported in the article “Exploring the Battle of the Forms in Action,” 98 MICH. L. REV. 2678 (2000). The first of the two major findings in this article is that there is a game-theoretic reason drafters of boilerplate language should use adversarial, U.C.C. § 2-207(1) proviso-conforming language, namely, to ensure that clients receive terms that are no worse than the default U.C.C. gap fillers. The second major finding is that there is a penalty default rule in contract law. …

The Development Of The Commercial Judicial System In Uganda: A Study Of The Commercial Court Division, High Court Of Uganda, Geoffrey Kiryabwire

The Journal of Business, Entrepreneurship & the Law

No abstract provided.

Financial Considerations When Owning And Selling A Business, David G. Adishian

The Journal of Business, Entrepreneurship & the Law

No abstract provided.

Baby Boomers' And The Branding Of Political Speech: An Unintended Consequence Of Bono's Red Campaign, Robert Koulish

The Journal of Business, Entrepreneurship & the Law

No abstract provided.

It’S My Body: The Biomedical Ethics Of Cell And Organ Harvest, Christina Perri

Common Reading Essay Contest Winners

First Place

Empirical Studies Of Contract, Zev J. Eigen

Faculty Working Papers

Since the mid 2000s, a cottage industry has slowly blossomed of empirical research dedicated to advancing accounts of contracts "on the books"--accounting for what contracts tend to purportedly obligate signers to do, and contracts "in action"--accounting for how contracting parties tend to behave. This article reviews this literature, which spans several disciplines, most notably law, economics, and management, identifying eight categories of empirical questions in common across all disciplines, highlighting key findings, points of consensus, and noting areas most pressingly in need of additional research.

Be Careful What You Wish For: Thoughts On A Compliance Defense Under The Foreign Corrupt Practices Act, Peter J. Henning

Law Faculty Research Publications

No abstract provided.

Playing With Fire: Proceeding Cautiously With Reforms To The Michigan Fireworks Safety Act, Nicholas Pietropaulo

University of Michigan Journal of Law Reform Caveat

On January 1, 2012, the Michigan Fireworks Safety Act went into effect. It marked a significant change in how the state of Michigan treats the sale and use of “consumer fireworks.” Effectively, the new statute authorizes the sale and use of Roman Candles, bottle rockets, aerials, and other fireworks that had previously been banned. Almost immediately, challenges and complaints were raised. On one side, eight fireworks vendors challenged the constitutionality of one of the law’s provisions that required such vendors to purchase insurance at an arguably unreasonable rate. The court dismissed that case, holding that it could not be said …

Fair For Whom? Amazon Kindles The Fight Over Internet Sales Tax, 46 J. Marshall L. Rev. 357 (2012), Matthew Martin

UIC Law Review

No abstract provided.

The Hierarchy That Wasn’T There: Elevating “Usage” To Its Rightful Position For Contracts Governed By The Cisg, William P. Johnson

Northwestern Journal of International Law & Business

Under domestic U.S. sales law, usage of trade is relevant in ascertaining the meaning of an agreement, and it can be used to supplement, qualify, or explain an agreement. However, usage of trade may not be used under domestic U.S. sales law to contradict a written agreement. Moreover, any course of performance or course of dealing between the parties will prevail over inconsistent usage of trade. The United Nations Convention on Contracts for the International Sale of Goods, or CISG, similarly provides for consideration of usage to establish the terms of the agreement between the parties, as well as to …

Chopping Down The Rainforest: Finding A Solution To The "Amazon Problem", Eric Andrew Felleman

University of Michigan Journal of Law Reform Caveat

Current economic conditions in the United States have led to a dramatic decrease in state tax revenue. Without these funds, states will be unable to support important public services, and hundreds of thousands of jobs in the public and private sectors are at risk of being cut, as states work to close $103 billion in budget gaps. Accomplishing that will involve overcoming many hurdles, such as the unpopularity of raising taxes during times of economic trouble, but one largely untapped source could provide a significant amount of income to states. States currently lose around $23 billion annually in uncollected use …

Law – Made In Germany: Global Standort Or Global Standard?, James Maxeiner

All Faculty Scholarship

Earlier this year the Federal Ministry of Justice released the second edition of the brochure, Law - Made in Germany. For those readers who do not know the brochure, it is the product of an umbrella group of German professional organizations known as the Bündnis für das deutsche Recht. A purpose of the Bündnis, as stated at its founding in 2008, and of the brochure, is to improve the position of German law in the ― "international competition of legal systems" (internationalen Wettbewerb der Rechtsordnungen). Catalyst for founding of the Bündnis and for publication of Law - Made in Germany …

Pathway To Minority Shareholder Protection: Derivative Actions In The People's Republic Of China, Donald C. Clarke, Nicholas C. Howson

Book Chapters

Using a dataset of Chinese judicial opinions arising in over fifty cases, this paper analyses the development and current implementation of shareholder derivative actions in the courts of the People’s Republic of China (“PRC”), both before and after the derivative lawsuit was explicitly authorized in the PRC’s 2006 Company Law effective January 1, 2006. In addition, we describe the very unique ecology of enterprise organization and corporate governance in modern China, and critique the formal design of the derivative action and offer reform suggestions. We find the design of the Chinese derivative lawsuit to be, in some respects, innovative and …

Perfecting And Maintaining The Perfection In Article 9 Security Interests Under The 2010 Amendments: New Sections 9-503 And 9-316, 10 Depaul Bus. & Comm. L.J. 461 (2012), Steven Harris, Jason Kilborn, Margit Livingston

UIC Law Open Access Faculty Scholarship

No abstract provided.

There's A New Act In Town: How The Oklahoma Oil And Gas Owners' Lien Act Of 2010 Strengthens The Position Of Oklahoma Interest Owners, Sahar Jooshani

Oklahoma Law Review

No abstract provided.

Interstate Compacts Establishing State Entitlements To Water: An Essential Part Of The Water Planning Process, Charles T. Dumars, Stephen Curtice

Oklahoma Law Review

No abstract provided.

The Statutory Ucc: Interpretative License And Duty Under Article 2, Nicholas J. Johnson

Catholic University Law Review

No abstract provided.

The Irony Of At&T V. Concepcion, Colin P. Marks

Indiana Law Journal

This Essay explores the possible dual readings of Concepcion in light of the FAA and its interpretation, including Supreme Court precedents. This Essay concludes that though there is support for interpreting the Concepcion decision narrowly, it is more likely that a broader interpretation was intended, but the metes and bounds of this opinion have yet to be explored. Nonetheless, under this broad interpretation, the effect on consumers will be to discourage individuals from seeking redress for their claims. Indeed, the decision may actually encourage businesses to breach contractual obligations with impunity when the individual sums owed are too small to …

Debunking The Myth That Insurance Coverage Is Not Available Or Allowed For Intentional Torts Or Damages, Christopher French

Faculty Scholarship

Over the years, a myth has developed that insurance coverage is not available or allowed for intentional injuries or damage. This myth has two primary bases: one, the “fortuity” doctrine, which provides that insurance should only cover losses that happen by chance; and two, public policy, which allegedly disfavors allowing insurance for intentional injuries or damage. This article dispels that myth. Many types of liability insurance policies expressly cover intentional torts including trademark infringement, copyright infringement, invasion of privacy, defamation, disparagement, and improper employment practices such as discrimination. In addition, punitive damages, which typically are awarded for intentional misconduct, are …

Gaining Assurances, Julia Y. Lee

Faculty Scholarship

This Article explores alternative legal mechanisms for solving a type of coordination problem known as the Assurance Game. The traditional approach has been to focus on changing the expectations of the parties. This Article focuses on altering the underlying payoff structure — not through sanctions, but through risk-reducing mechanisms such as guarantees.

One type of risk-reducing mechanism is the conditional money-back guarantee. Conditional money-back guarantees operate in settings ranging from federal deposit insurance to daily deal websites such as Groupon and LivingSocial. In each of these, a promise is made to return an individual’s monetary contribution if an event or …

Navigating The Borders Between International Commercial Arbitration And U.S. Federal Courts: A Jurisprudential Gps, S. I. Strong

Faculty Articles

Thus, this Article aims to provide newcomers to and infrequent users of international commercial arbitration with a brief introduction to the relationship between international arbitral proceedings and U.S. federal courts. Limitations of space mean that a great deal has necessarily been left out of this discussion. For example, this Article does not describe processes internal to the arbitration, in­stead focusing solely on the interaction between tribunal, parties and court. Fur­thermore, the text often skips over basic propositions of U.S. law that are well­-established in the domestic realm so as to concentrate more heavily on elements that are unique to international …

Florida's Ucc Filing System: How A Design Overhaul Could Lead To More Certainty In Filing And Searching For Financing Statements, Patrick J. Burton

Barry Law Review

No abstract provided.

It's Time For A Good Hard Look In The Mirror: The Corporate Law Example, John A. Barrett, Jr.

Fordham Journal of Corporate & Financial Law

This Article asserts that the move from the industrial age to the

information age represents a fundamental change to our society on

such a widespread basis that the legal order must reexamine the

premises about how our society functions, assessing whether

foundational elements of U.S. Common Law remain valid. This

Article first confronts briefly the continuing acceptance of certain

foundational premises in contract and intellectual property law,

illustrating that such premises are no longer supported by the

realities of modern society. With fundamental change challenging

multiple areas of law in the information age, this problem is worthy

of widespread inquiry …

The Eleventh Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law At The Fordham Corporate Law Center: Are Federal Judges Competent? Dilettantes In An Age Of Economic Expertise, The Honorable Jed Rakoff

Fordham Journal of Corporate & Financial Law

The title of my little talk here tonight is “Are

Federal Judges Competent?” This naturally raises the question of whether I am competent to answer that question. I put this question to myself, and, after careful consideration of both sides of the argument, concluded that I am competent to determine whether I am competent. As H. L. Mencken once said, “A judge is a law student who grades his own exams.”

Private Equity Investment In The Brics, Andreas Woeller

Fordham Journal of Corporate & Financial Law

This Article investigates the legal and economic environment for private equity investments in Brazil, Russia, India and China (“BRIC”). In contrast with disappointing returns in the 1990s, private equity investment has soared in developing countries over the past decade. To explain what has led to the recent success of private equity in the BRICs, this Article will first give an overview of the challenges faced generally when investing in portfolio companies in developing markets and then analyze the legal and economic framework for each of the four BRICs. This Article finds that Brazil and China offer the best opportunities for …

The Individual Mandate, Commerce Clause, And Supreme Court: Predicting The Court's Ruling In Hhs V. Florida, Nicholas Medling

CMC Senior Theses

An analysis of the evolution of the Commerce Clause, the Justices on the Supreme Court, and the arguments presented in this case indicate that the minimum coverage provision of the Patient Protection and Affordable Care Act will be struck down. Although the Court will likely be split 5 to 4 along ideological lines, each of the justices will have a unique rationale behind their decision. Chief Justice Roberts, Justice Scalia, and Justice Kennedy were heavily targeted by both parties’ oral and written arguments because there was speculation that any one of these traditionally conservative justices could be the fifth vote …

Cybercrime, Ronald C. Griffin

Journal Publications

This essay recounts campaigns against privacy; the fortifications erected against them; and hi-jinx attributable to hackers, crackers, and miscreants under the Fair Credit Reporting Act.

Unified National Legal Treatment Of International Commercial Arbitration: A Continuing Challenge, Horacio A Grigera Naon

Scholarly Articles in Law Reviews & Journals

No abstract provided.