Uniform Commercial Code Posts

Machines and Contractual Intent

Machines are making contracts—law is not ready. This paper describes why machine-made contracts do not fit easily into the common law of contracts or the Uniform Commercial Code for Sales.

The Scope of Article 8 Mandatory Choice-of-Law Rule

The scope of the mandatory choice-of-law rule set forth in UCC § 8-110(a)(1) is one of the important issues in the ongoing dispute between Venezuela’s state-owned oil company Petróleos de Venezuela, S.A. and holders of its now defaulted notes that were scheduled to come due in 2020.

Amazon as a Seller of Marketplace Goods Under Article 2

This Article looks at Amazon’s liability as a “seller” of unmerchantable goods under Article 2 of the Uniform Commercial Code. Thus far, litigants and courts have almost exclusively focused on Amazon’s liability in tort. This piece, however, argues that there is a compelling argument that Amazon is liable for defective third party goods because it is a merchant seller under § 2-314 of the Uniform Commercial Code.

Obsolescence: The Intractable Production Problem in Contract Law

Contract law has long suffered from an institutional problem: Which legal institution can best create an efficient law for commercial contracts that can overcome “obsolescence”—the persistence of rules that only solve yesterday’s contracting problems?

Creating Cryptolaw for the Uniform Commercial Code

By providing the computer code needed to build the Lexon U.C.C. Financing Statement, this Article demonstrates not only that crypto-legal structures are possible, but that they can simplify the law and make it more accessible.

Automating Repossession

Automating Repossession addresses a question that has no clear answer in commercial law – does a creditor have the right to remotely disable collateral upon its debtor’s default? As physical goods are increasingly connected to online networks in ways that allow their sellers to control their use, it is possible for secured lenders to deploy a remote and automated repossessor to disable tangible collateral in the event of a borrower’s default. Article 9 of the Uniform Commercial Code, which allows a secured creditor to repossess collateral upon its debtor’s default without resorting to the courts only if it can do so without a breach of the peace, does not address this practice.

Virtual Currencies (and Other Digital Assets) Under the UCC

A column from the New York Law Journal delves into the scope of UCC Article 9 with a focus on virtual currencies. The piece touches upon the continuing efforts of The American Law Institute and the Uniform Law Commission to update the Uniform Commercial Code in this ever-changing commercial world.