Commercial Law Commons^™

Commercial Transactions (1980 Annual Survey Of Michigan Law), John F. Dolan

Law Faculty Research Publications

As they do each year, Michigan courts decided a number of commercial law cases during the survey period. Several of the cases are significant opinions which either raise questions or carry significant implications for Michigan's commercial lawyers. This survey selects those significant cases, attempts to answer the questions raised, and probes the implications of the decisions.

Case Digest, Journal Staff

Vanderbilt Journal of Transnational Law

Case Digest--

Spouse of Injured Seaman May Recover Damages for Loss of Society under Maritime Common Law

Federal District Court Lacks Jurisdiction under 28 U.S.C. § 1350 over Fraud Action Brought by Alien when Claim Fails to Implicate a Treaty or Body of Rules Governing Relations between Foreign States

Jurisdiction under the Foreign Sovereign Immunities Act Requires at Least a Finding of International Shoe "Minimum Contacts"

Appellate Court will not Review the Post-Settlement Appeal of a Pre-Settlement Provisional Remedy without District Court Consideration of the Intervening Events

Foreign States are Subject to Liability for Non-Commercial Torts arising from the Commercial …

Book Reviews, Robert Belton, Dr. Nasrollah S. Fatemi, Ann L. Hollick

Vanderbilt Journal of Transnational Law

Book Reviews ================

Equal Employment Policy for Women: Strategies for Implementation in the United States, Canada, and Western Europe

Ronnie Steinberg Ratner, ed.

Philadelphia, Pennsylvania: Temple University Press. Pp. xxii, 520

Reviewed by Robert Belton

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The Host State of Transnational Corporations

Juha Kuusi

England: Saxon House. 1978. Pp. 117. $25.25

Reviewed by Dr. Nasrollah S. Fatemi

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The Enclosure of Ocean Resources: Economics and the Law of the Sea

Ross D. Eckert

Stanford: Hoover Institution. 1979.Pp. xvi, 390. $16.95

Reviewed by Ann L. Hollick

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 …

The Troublesome Workings Of The Judgments Convention Of The European Economic Community, Errol P. Mendes

Vanderbilt Journal of Transnational Law

The problems involved in the jurisdiction by consent provisions in article seventeen and the special rules for insurance claims in articles seven through fifteen have to some extent been dealt with by the provisions of the Judgments Accession Convention as have the problems arising under the hire purchase and credit sale transactions. Nevertheless, a comprehensive definition of the term "consumer sale" is needed from the European Court.

There can be little doubt that both lawyers and litigants who are affected by the Convention, would prefer to operate under the conflict of laws rules of their own nations which, although complex, …

A Comparison Of The Foreign Corrupt Practices Act And The Draft International Agreement On Illicit Payments, Margaret H. Young

Vanderbilt Journal of Transnational Law

Congress advocates the position that foreign bribery in a commercial context contributes to foreign relations problems, a perception of corporate immorality, and erosion of the free market system. By enacting the Foreign Corrupt Practices Act of 1977 (FCPA), the United States initiated a unilateral attack on the problem of commercial bribery abroad. Commentators frequently criticize the FCPA's unilateral approach, noting that it places United States companies at a competitive disadvantage overseas.

It is generally recognized that multilateral support is necessary before significant progress can be made in halting the prevalent practice of payments to foreign officials for business advantages. In …

The Establishment Of Foreign Bank Agencies And Branches In New York, Clifford D. Harmon

Vanderbilt Journal of Transnational Law

In recent years foreign banking associations have played an increasingly important role in the United States money market. While foreign banks have been operating in the United States since the 1870's, no substantial foreign banking existed in this country until the early 1970's. Since that time, however, there has been rapid expansion, and by 1978 there were 210 foreign bank facilities controlling $66 billion in assets in the United States. Most of this activity is confined to New York, Illinois, and California.

New York alone accounts for three quarters of all foreign bank assets in this country. Although this concentration …

Books Received, C. C. S.

Vanderbilt Journal of Transnational Law

APPLICABLE LAW IN INTERNATIONAL COMMERCIAL ARBITRATION By Julian D. M. Lew. Dobbs Ferry, New York: Oceana Publications,1978. Pp. 633.

COMPARATIVE LAW YEARBOOK Issued by The Center for International Legal Studies Germantown, Maryland: Sijthoff & Noordhoff, 1979. Pp. 300.

CONTEMPORARY INTERNATIONAL LAW: A CONCISE INTRODUCTION By Werner Levi Boulder, Colorado: The Westview Press, 1979. Pp.391.

DIRECT INVESTMENT AND DEVELOPMENT IN THE U.S. By Raymond J. Waldman Washington, D.C.: Transnational Investments, 1979.Pp. 413.

ENHANCING GLOBAL HUMAN RIGHTS Edited by J. I. Dominguez and others New York: McGraw-Hill, 1979. Pp. 270.

THE ETHNOGRAPHY OF LAW By Laura Nader Menasha, Wisconsin: American Anthropological Association, …

The Foreign Corrupt Practices Act: Problems Of Extraterritorial Application, Shelley O'Neill

Vanderbilt Journal of Transnational Law

The Foreign Corrupt Practices Act of 1977, an amendment to the Securities and Exchange Act of 1934 (Exchange Act), criminalizes bribery of foreign officials and requires audit controls and accurate reporting of transactions by United States companies. By enacting the legislation, Congress condemned foreign bribery as distorting trade and investment, undermining public confidence in United States enterprise, and damaging foreign relations. The Securities and Exchange Commission (SEC) also opposed corporate bribery as a threat to managerial accountability to shareholders. President Carter, while signing the legislation, emphasized its basic policy considerations.

The Act responded to increasing revelations concerning the widespread practice …

The Foreign Corrupt Practices Act Of 1977: A Private Right Of Action?, Mary F. Lyle

Vanderbilt Journal of Transnational Law

The Foreign Corrupt Practices Act of 1977 (the Act) was passed as a consequence of revelations of foreign and domestic bribes, kickbacks, political payoffs and other questionable financial practices by corporations throughout the past several years. The Act requires issuers of securities subject to the registration and reporting provisions of the Securities Exchange Act of 1934 to comply with specific accounting standards. In addition, the Act provides for civil and criminal liability when an issuer or any domestic concern not an issuer uses the mails or any instrumentality of interstate commerce in furtherance of certain payments to foreign officials...

The …

Foreign Discovery And U.S. Antitrust Policy--The Conflict Resolving Mechanisms, Donald L. Flexner

Vanderbilt Journal of Transnational Law

A look back at the last thirty years of United States antitrust's foreign "voyages of discovery" among friendly nations reveals a picture too often resembling not so much an era of good feeling as a thirty years war. Following hard upon Judge Hand's famous formulation of the "effects" doctrine in Alcoa in 1946 the Antitrust Division conducted a series of investigations in which compulsory process was used to seek documents located in foreign nations. Prodded by what they viewed as U.S. antitrust authorities' impermissible overreaching, the affected countries began to enact defensive "blocking statutes." The passage by Canada's Ontario Province …

Case Digest, Journal Staff

Vanderbilt Journal of Transnational Law

A Time Charterer is not Liable as Owner Pro Hac Vice for Injuries Incurred by Employees of the Vessel's Owner in the Course of their Employment

U.S. Violation of Regulation in Deportation Proceeding Renders Alien's Deportation Unlawful only if Such Violation Prejudiced the Alien's Interests Protected by the Regulation

Where Information Regarding Weight of Suitcase Checked with Airline is Undocumented, Liability Limitation of the Warsaw Convention does not Apply

Cultural Exchange Agreements involving Payment Constitute Commercial Activity and are not Immune under the Foreign Sovereign Immunities Act

The Cash Seller's Right Of Reclamation Versus The Secured Party's Floating Lien: Who Is Entitled To Priority?

Washington and Lee Law Review

No abstract provided.

Books Received, C. C. S.

Vanderbilt Journal of Transnational Law

COMMERCIAL OPERATIONS IN EUROPE

Edited by R. M. Goode and K. R. Simmons Published for the Faculty of Laws; Queen Mary College, University of London Boston: A. W. Sijthoff, 1978. Pp. 448.

COMPARATIVE CONSTITUTIONAL LAW

By Mauro Cappelletti and William Cohen Indianapolis, Indiana: Bobbs -Merrill, 1979. Pp. 628.

COMPARATIVE LAW: WESTERN EUROPEAN AND LATIN AMERICAN LEGAL SYSTEMS

By John H. Merryman and David S. Clark Indianapolis, Indiana: Bobbs -Merrill, 1978. Pp. 1278.

THE DISCIPLINE OF LAW

By Lord Denning London: Butterworths,1979. Pp. 330.

INTERNATIONAL LAW AND THE MOVEMENT OF PERSONS BETWEEN STATES

By Guy S. Goodwin -Gill Oxford: Clarendon Press, …

Contracts--Developing Concepts Of Unconscionability, Kevin D. Dolan

West Virginia Law Review

Section 2-302 of the Uniform Commercial Code is a widely discussed and controversial statement of the law of unconscionability. It was a part of the original UCC as adopted by Pennsylvania in 1953, but some states elected to omit that section when they accepted the UCC. There are three fundamental reasons for their not adopting the section. The first objection is that the section goes against the security of the transaction by allowing the courts to remake parts of the contract. The second stems from the fact that the section limits the parties' freedom to contract because it is often …

Kentucky Law Survey: Commercial Law And Consumer Credit, Harold R. Weinberg

Law Faculty Scholarly Articles

This article is a survey of commercial law and consumer credit in the Commonwealth of Kentucky. The most significant development during the past survey year was the demise of the holder in due course doctrine and other related doctrines which insulated creditors financing consumer sales from consumer claims and defenses. As a result of this development, consumers will now be able to assert claims or defenses arising out of the sale financed against the financer under certain circumstances. Other developments also surveyed herein relate to the Uniform Commercial Code statutes of frauds and prejudgment creditors’ remedies.

Recent Decisions, William W. Allen, Alexander A. Hassani, Peter A. Schuller

Vanderbilt Journal of Transnational Law

INCOME TAX--LIQUIDATION OF FOREIGN CORPORATIONS--SHAREHOLDERS IN A LIQUIDATING FOREIGN CORPORATION MUST INCLUDE IN THE CORPORATION'S EARNINGS AND PROFITS ACCOUNT THE AMOUNT OF RECAPTURED EXCESS DEPRECIATION REALIZED UPON THE SALE OF ITS ASSETS

William W. Allen

CUSTOMS DUTIES--ANTIDUMPING ACT OF 1921--THE SECRETARY OF THE TREASURY HAS No AUTHORITY TO TERMINATE A WITH-HOLDING OF APPRAISEMENT PRIOR TO THE PUBLICATION OF A DUMPING FINDING BASED ON A LIKELIHOOD OF INJURY DETERMINATION BY THE INTERNATIONAL TRADE COMMISSION

Alexander A. Hassani

INTERNATIONAL BANKING--BANKRUPTCY-FOREIGN BANKS NEITHER REGULATED BY NOR LICENSED To Do BUSINESS IN THE UNITED STATES MAY FILE FOR VOLUNTARY BANKRUPTCY UNDER THE NATIONAL BANKRUPTCY …

Commercial Transactions (1975 Annual Survey Of Michigan Law), John F. Dolan

Law Faculty Research Publications

No abstract provided.

The Unheralded Demise Of The Statute Of Frauds Welsher In Oral Contracts For The Sale Of Goods And Investment Securities: Oral Sales Contracts Are Enforceable By Involuntary Admissions In Court Under U.C.C. Sections 2-201(3)(B) And 8-319(D), Philip K. Yonge

Washington and Lee Law Review

No abstract provided.

Sales Law And Inflations, Alan Schwartz

Articles by Maurer Faculty

No abstract provided.

In Re Good Deal Supermarkets, Inc.: A Hasty Invalidation Of Ucc § 2-702(2) As A Statutory Lien Under § 67(C)(1)(A) Of The Bankruptcy Act

Washington and Lee Law Review

No abstract provided.

Kentucky Law Survey: Commercial Law, Harold R. Weinberg

Law Faculty Scholarly Articles

This article provides a survey of Kentucky legal developments in the area of commercial law. The focus of this survey is whether a creditor’s statutory prejudgment remedies, which involve an application of state authority, are constitutional under the due process clause of the fourteenth amendment.

Black Lawyers And Corporate And Commercial Practice: Some Unfinished Business Of The Civil Rights Movement, John T. Baker

Articles by Maurer Faculty

No abstract provided.

Cure And Revocation For Quality Defects: The Utility Of Bargains, Alan Schwartz

Articles by Maurer Faculty

No abstract provided.

Depositary Bank Liability Under § 3-419(3) Of The Uniform Commercial Code

Washington and Lee Law Review

No abstract provided.

Recent Decisions, Dennis L. Bryant, Kurt H. Decker, Paul S. Parker, Charles M. Jackson, Daniel A. Green, Douglass H. Mori

Vanderbilt Journal of Transnational Law

ADMIRALTY--NON-LIEN MARITIME CLAIM--SALVOR WAIVED SALVAGE LIEN BY SEIZING VESSEL PRIOR TO EXPIRATION OF AGREED PAYMENT PERIOD BUT SALVAGE CLAIM COULD BE SATISFIED FROM REMNANTS AND SURPLUS

Dennis L. Bryant Lt., US. Coast Guard

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COMPTROLLER GENERAL--ATTORNEY GENERAL'S OPINION BINDING ON COMPTROLLER GENERAL IN EXIMBANK CREDIT EXTENSIONS TO COMMUNIST COUNTRIES

Kurt H. Decker

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FOREIGN RELATIONS LAW--ACQUISITION OF CONTROL OF DOMESTIC MULTINATIONAL CORPORATION BY A WHOLLY OWNED FOREIGN GOVERNMENTAL CORPORATION DOES NOT PER SE CREATE AN UNREASONABLE CONFLICT OF INTEREST BETWEEN THE OBJECTIVES OF THE ACQUIRER AND ITS DUTIES TO THE DOMESTIC CORPORATION AND ITS SHAREHOLDERS; NOR IS THE ACQUISITION CONTRARY …

Housing--Mobile Homes--Some Legal Questions, Mark Summers, Frederick D. Fahrenz, David C. Shepler

West Virginia Law Review

Because of the increasing use of the mobile home as a form of housing, practitioners will be handling an ever-increasing number of cases dealing with the problems of the mobile home resident. The four major areas of investigation of mobile home law dealt with here are taxation, zoning, warranties, and fixtures. The purpose of the article is not to reveal any particular deficiencies in West Virginia's mobile home law, but rather to investigate and synthesize the law in a comprehensive review. While there are certain areas where the need for reform has been suggested, compiling the law as a research …

Admissibility Of Evidence Of Course Of Dealing And Usage Of Trade Under Uniform Commercial Code § 2-202(A)

Washington and Lee Law Review

No abstract provided.

U.C.C. - Statute Of Limitations - Conflict Between Personal Injury And Sales Contract Statutes Of Limitations, Harvey D. Peyton

West Virginia Law Review

No abstract provided.

Editor's Foreword, Harold G. Maier

Vanderbilt Journal of Transnational Law

This issue of the Vanderbilt Journal of Transnational Law includes two presentations to the 1972 Symposium of the Vanderbilt International Law Society and Regional Meeting of the American Society of International Law. First, Henry Harfield of the New York Bar discusses the relevance of international and transnational law to international commercial transactions, with a special emphasis on the usefulness of the Uniform Customs and Practices for Commercial Documentary Credits. Secondly, Sheldon S. Cohen, a member of the District of Columbia Bar and past Commissioner of Internal Revenue, focuses on the United States tax implications of changing currency values. While four …