An Emerging Worldwide Standard for Protections of Consumers in the Sale of Goods: Did We Miss an Opportunity with Revised UCC Article 2?

Abstract:     
Professor Martin's article argues that, in the process of revising Article 2 of the Uniform Commercial Code, the United States is missing an opportunity to align domestic contract law with an emerging worldwide legal standard that regulates contracts for the sale of goods. To remain in step with international standards, states should use the revision process to prevent improper domination of consumers by “strong sellers." States should recognize contractual protections for consumers as a device to enhance party autonomy in the contracting process. State and federal consumer protection laws, in addition to the current version of Article 2, provide important remedies for unconscionable acts and other abuses. Taken alone, however, they constitute insufficient protection for consumers. Substantive law, in particular the Revised Article 2, can and should incorporate expansive principles to ensure party autonomy by leveling the bargaining process in sale of goods transactions. Unfortunately, Revised Article 2 falls far short of satisfying these needs. Applying comparative legal analysis, Professor Martin's article sheds light on how other countries have imposed obligations in contract law. She demonstrates how foreign laws create obligations that enhance the bargaining process by restraining the ability of strong sellers to unilaterally impose harsh terms. Acknowledging that U.S. courts have used Article 2 to achieve reasonable outcomes in the most egregious cases of abuses by strong sellers, Professor Martin nonetheless argues that the law of the sale of goods would be improved if it conformed with the emerging international practice and did not limit consumers to equitable relief determined by courts in litigation. Revised Article 2 should be used as a means for reforming the contracting process in a manner that prohibits unfair bargaining by strong sellers, thereby enhancing protections for consumers.

Number of Pages in PDF File: 52

Keywords: worldwide, bargaining, sale, goods, contract, international, warranties, terms, harsh, ucc, article, Uniform, Commercial, Code, Standards, revision, revised, strong, sellers, consumers, autonomy

JEL Classification: K12, K1, K33, K30

Accepted Paper Series