"Preparing for the Big Changes to UCC Rules on
Contract Formation and Terms of the Deal!"
"Preparing for the Big Changes to UCC Rules on
Contract Formation and Terms of the Deal!"
Alan Dickson, Esq. and Charles Rumbaugh, Esq.
Overview of Impact on buying/selling organizations/professionals:
Nature/operation of UCC in private sector transactions.
State-by-state adoption of UCC changes.
U.S. Gov't contract implications:
commercial items; general source of guidance.
Potential need for revisiting company contract terms / practices.
Applicability/Scope of UCC:
Definition of “Goods”
Sales v. Leases of Goods (Article 2A)
Excluded items:
Services, information, etc.
Applicability for mixed transactions, e.g. goods/information; goods/services, etc.
UCC “As compared” to Convention on International Sales of Goods (CISG).
New Definitions / Relationship to Recent Electronic Commerce Statutory Changes:
“Record” verses “writing”.
“Electronic,” electronic agent,” and “electronic record”.
“Sign”.
Impacts / questions / issues.
Contract Formation and Terms of the Deal:
“Battle-of-the-Forms” coverage greatly changed.
Does it end the battle?
The new §2-207—Scope of the deal!
Terms of the Deal!
The new §2-204 and §2-206—Formation of the Contract.
New “Statute of Frauds” threshold of $5,000.
Absence of Shipping Terms in Revised Article:
Rationale / practical impact?
UCC as “filling the gap” for contract interpretation.
Course of Dealing, Course of Performance, and Usage of Trade.
Other aspects
Impacts / examples / questions / issues.
Warranties:
Implied warranties (quality/title) continue.
“Remedial Promises”.
“Pass-through Warranties”.
Impacts / questions / issues.
Performance and Breach:
Changes in areas of acceptance, rejection and revocation.
Impact
Remedies:
Statute of Limitation changes.
Impact