BY PETER A. ALCES AND CHRIS BYRNE
With the failure of the Uniform Commercial Code (U.C.C.) Article 2 Revision project, it is time to consider whether it is time for the Restatement of Contracts, Fourth. The First Restatement of Contracts, largely the work of Samuel Williston, endeavored to formulate the contract law as it had evolved through the time of its promulgation. The second restatement of contracts was really Article 2 of the U.C.C., promulgated first in 1951 and then finally enacted in the states by 1967. The Restatement of Contracts, Second (which really was the third restatement of contracts), began in 1964, was completed in 1979 and imported many of the U.C.C. Article 2 principles to the contract law generally.
BY WILLIAM H. HENNING
This symposium issue explores two related questions: 1) Is the current version of Article 2 of the Uniform Commercial Code (U.C.C., or Code) satisfactory for dealing with modern sales-law issues; and 2) What problems are likely to arise as a result of amended Article 2’s failure in the legislatures?
BY FRED H. MILLER
The topic announced for this spring 2009 issue is: will the current version of U.C.C. Article 2 be satisfactory to deal with modern issues in American law? What specific problems do we see arising because of the failure to adopt a new revision?.
BY SCOTT J. BURNHAM
The greatest problem facing modern contract law is how to deal with the contract of adhesion. By definition, such a contract is prepared in advance of the transaction by the party with greater bargaining power, who then offers it to the other party on a take it or leave it basis. Most of the concern about contracts of adhesion focuses on the consumer, for a consumer is generally offered contract terms on this basis, and generally lacks the sophistication to understand the terms of the transaction. Nevertheless, many commercial contracts fit this description; for example, franchise agreements and financing agreements with small businesses. This essay argues in favor of reforms that will mitigate the harsh effects of the contract of adhesion on all parties, and not just on consumers.
BY ROBERT A. HILLMAN
This symposium addresses whether current U.C.C. Article 2 governing the sale of goods can successfully resolve issues presented by our twentyfirst century world. This is a tough question. On the one hand, Article 2 includes many flexible standards such as good faith and commercial reasonableness and looks to custom, usage, and the “bargain in fact” to fill gaps in agreements.
BY JOHN E. MURRAY, JR.
The articles in this issue of the Duquesne Business Law Journal present a spectrum of views by distinguished scholars over the plight of the keystone of commercial law reflected in Article 2 of the Uniform Commercial Code (“U.C.C.”). More than two decades ago, a decision was made to pursue a revision of the venerable Article 2 of the Uniform Commercial Code. Other Articles of the U.C.C. had been revised, some more than once.