Harmonizing Choice of Law in Article 9 with Emerging International Norms
63 Pages Posted: 5 Oct 2010 Last revised: 9 May 2011
Date Written: October 4, 2010
Article 9 of the Uniform Commercial Code can benefit from the thought given to choice of law in international instruments pertaining to secured transactions entered into by the United States (namely, the UNIDROIT Convention on International Interests in Mobile Equipment and its Protocol on Matters Specific to Aircraft Equipment) and under active consideration by the United States (namely, the United Nations Convention on the Assignment of Receivables in International Trade and the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary). This paper proposes revisions to Article 9’s choice of law rules informed by the foregoing conventions. It also outlines the unhappy history of the uniform law process in addressing choice of law. It concludes with observations on the new order of American commercial law that will be inaugurated if the United States becomes bound by the foregoing conventions, an order in which major swaths of United States commercial law will be controlled by self-executing international instruments.
Keywords: secured transaction, uniform commercial code, commercial law, choice of law, private law convention, Cape Town Convention, Receivables Convention, Hague Securities Convention, unification, harmonization
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