Is Article 2 Regulatory or Facilitatory? A Socratic Dialogue

Abstract:     
This Article is part of a symposium called “Commercial Calamities.” My contribution addressed the question of whether Article 2 is regulatory or facilitatory – that is, to what extent do the provisions state regulatory rules that must be followed, and to what extent are they default rules that the parties are free to vary? Because the Code is not very helpful in making this distinction, the author ties to assist the Code reader by leading him or her through a series of questions and answers.

Number of Pages in PDF File: 15

Keywords: Article 2, UCC, Uniform Commercial Code, regulation, facilitatory, default rules, variation by agreement, freedom of contract

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