Merchant Law in a Modern Economy

50 Pages Posted: 1 Apr 2013 Last revised: 22 Aug 2013

See all articles by Lisa Bernstein

Lisa Bernstein

University of Chicago - Law School; University of Oxford - Centre for Corporate Reputation

Date Written: August 22, 2013


Drawing on empirical evidence from the Middle Ages to the present and theoretical arguments developed by neo-formalist scholars over the past decade, this Essay explores the uneasy fit between the jurisprudence of the Uniform Commercial Code and its Machinery for adjusting to change, and the needs of a modern outsourced economy. It concludes that when the effects of the Code on multi-agent firms dealing with other multi-agent firms are taken into account, it becomes clear that to support trade in the modern economy mere amendments to Article 2 will not suffice; commercial law must be rethought from the ground up.

Keywords: Uniform Commercial Code, Contracts, Out Sourcing, Interpretation

Suggested Citation

Bernstein, Lisa E., Merchant Law in a Modern Economy (August 22, 2013). University of Chicago Coase-Sandor Institute for Law & Economics Research Paper No. 639, Available at SSRN: or

Lisa E. Bernstein (Contact Author)

University of Chicago - Law School ( email )

1111 E. 60th St.
Chicago, IL 60637
United States

University of Oxford - Centre for Corporate Reputation

Park End Street
Oxford OX1 1HP
United Kingdom

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