Explore the vast range of titles available.

The common law developed over centuries a small set of default rules that courts have used to fill gaps in otherwise incomplete contracts between commercial parties. These rules can be applied almost independently of context: the market damages rule, for example, requires a court only to know the difference between market and contract prices. When parties in various sectors of the economy write sales contracts but leave terms blank, courts fill in the blanks with their own rules. As a consequence, a judicial rule that many parties accept must be \"transcontextual\": parties in varied commercial contexts accept the courts' rule by writing contracts that contain just the gap the rule could fill A long-standing project of academics and lawyers attempts to supplement common law contract rules with substantive default rules and default standards. This project has produced Article 2 of the UCC and the Second Restatement of Contracts and the project plans to produce more privately created contract law. We show that the \"default rule project\" could not create substantive default rules because the contract terms for which the rules would substitute are commonly context dependent: the terms' content either is a function of particular parties' circumstances or a particular trade's circumstances. Members of the default rule project, whom we call \"drafters,\" could not access the information needed to create efficient rules that require such local knowledge. Instead, the drafters supplied commercial parties with default standards that courts can apply transcontextually in addition to or as replacements for the common law rules. Contracts sometimes do contain standards, but only when the standards are accompanied by substantive terms from which courts can infer the parties' contracting goals and thus apply the standards to advance them. The drafters' decision to adopt unmoored standards was a mistake because commercial parties do not accept, and thus contract out of, the statutory and restatement default standards. In contrast, the common law's transcontextual default rules continue to stand. Our analysis explains the default rule project's past failures and their current consequences: the Article thus illuminates the contract law we have even as it cautions that the default rule project must materially change else it risk repeating past errors.

This article compares and contrasts the doctrine of adequate assurance of performance under the US Uniform Commercial Code (the UCC) and the UN Convention on Contracts for the International Sale of Goods (the CISG). The article argues that, in the context of the CISG, the mechanism of adequate assurance found in the UCC is a faux ami. Despite some similarities, the doctrine of adequate assurance regulated in the CISG is distinct and serves different functions to its UCC counterpart.

The 2012 amendments to U.C.C. Article 4A, which address issues related to the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, have been adopted by forty-nine states and the District of Columbia, with 2019 adoptions in Oklahoma and Utah.1 In 2011, the Uniform Law Commission completed a new Uniform Certificate of Title for Vessels Act that is designed to harmonize state certificate-of-title laws with federal laws regarding vessels, and with Article 9 to impede theft and facilitate boat financing.2 This has been adopted by the states of Virginia, Connecticut, and Hawaii, as well as the District of Columbia, and is currently under consideration in Georgia, Florida, and Alabama as of the date of this survey.3 There were also significant and instructive judicial developments in 2018. When a dispute arose over the amount of inventory on hand, the district court granted summary judgment to the seller and the U.S. Court of Appeals for the Eighth Circuit affirmed in a decision that diverged from section 2-202's permissive standard on admissibility of extrinsic evidence by barring the introduction of parol evidence on grounds that the word \"all\" was \"unambiguous. Though the court acknowledged the U.C.C. had been adopted by the state, the court instead relied on the state's Rental-Purchase Agreement Act to determine that the contract at issue was a rental-purchase agreement, and as such, it could not be characterized as creating a security interest, irrespective of how the U.C.C. characterized the transaction.6 In the payments area, several federal regulatory updates are reported, including amendments to Regulation CC regarding disputes concerning fraudulent checks paid when the paper check is no longer available for visual inspection.

The plaintiff filed suit directly against the issuer, asserting that a contract represented by the Pricing Supplement had been breached.7 The plaintiff (a Luxembourg entity)8 and the issuer/defendant (a Swiss banking organization)9 were in the courts of England because the notes contained a choice of forum clause under which the issuer agreed to their jurisdiction.10 Much as in the U.S. system with, for example, the Depository Trust Company (\"DTC\"), the notes in this case were represented by a global certificated security, immobilized in the Clearstream system and held for Clearstream by Bank of New York Mellon.11 The substantive issue that the court faced was whether the plaintiff, as ultimate beneficial investor, was the proper party to maintain the suit against the issuer. (The forum jurisdiction's choice of law rule may sometimes point clearly to the substantive law of another jurisdiction, and a forum may sometimes articulate that point in a shorthanded way; but a moment's reflection makes clear that a forum in jurisdiction X will apply the substantive law of jurisdiction Y only because of a stated or unstated rule of jurisdiction X.) In this case the lower court and the Court of Appeal both characterized the choice of law question as being contractual (because it concerned who could enforce the contract), and not proprietary (as it would have been if the issue had irreducibly concerned who owned the right to enforce the contract).17 And English law, declared the courts, governs such contractual matters by \"the proper law of the contract,\"18 including the governing law clause of the Notes, which in this case specified English substantive law.19 Notably, both courts refused the plaintiffs invitation to devise a new choice of law rule in which an ultimate beneficial investor's rights against the issuer would have been governed by the law of the clearing system (here, Luxembourg law). The [participants] pass on the appropriate sums to their [customers].25 Although neither Luxembourg nor English law has the indirect holding system of U.C.C. Article 8, all three systems are similar in that the rights of an ultimate beneficial owner may generally (Luxembourg's apparent exception aside) be asserted only against its own intermediary.26 The principle is tied to the fact that each of the three systems involves intermediaries that hold for their customers in omnibus accounts that are opaque rather than \"transparent\" to higher-tier intermediaries and the issuer.27 Comfortingly, there will often be no such lack of enforceability of an issuer's obligations where the case involves non-payment of amounts owing on the debt securities, as opposed to a nondisclosure or other contract action. The court explained that a party having an unsatisfied redemption right is not treated as a creditor of the issuer, for reasons attributable to the characterization of securities as equity for tax or issuer-regulatory purposes.42 In this case, fortunately for the plaintiff, it was not seeking a mere judgment, but rather an order of specific performance regarding the funds that had been paid into escrow. [...]the court was able to grant on summary judgment.43 1.