Uncertainty and Error in the Law of Sales: The Article Two Statute of Limitations

57 Pages Posted: 12 Aug 2002

See all articles by Larry T. Garvin

Larry T. Garvin

Ohio State University - Moritz College of Law

Date Written: July 2002


The statute of limitations in Article Two of the U.C.C. was that Article's most litigated section when first enacted and continues to provoke much dispute. Most of this dispute is legal; there are almost no issues of significance within this section on which the great majority of courts agree. Moreover, even when the courts agree they often are wrong as a matter of interpretation, policy, or both. Perhaps as a result, the statute of limitations in Article Two has had a great many non-uniform amendments, vitiating the benefits of uniform state law. The possible revision of Article Two makes a thorough look at these areas of uncertainty and error timely.

This Article reviews the main spots of dispute. For example, the courts are split on whether implied warranties come under a discovery rule or under the usual time-of-breach rule; when express warranties do so; whether personal injury claims fall within the Article Two statute of limitations when they stem from breaches of warranty; whether indemnification actions or non-privity actions fall under the Article Two statute; whether promises to repair or replace goods fall under the statute, and, if so, when the limitations period starts to run; and when attempts to repair goods or settle disputes toll the statute of limitations. It considers each from a range of perspectives - doctrinal, comparative, economic, behavioral. Many can be dealt with under the statute as it is, for instance, the repair or replace dispute or the indemnification dispute. Some cannot, at least not without torturing the statute, for instance, the implied warranty dispute. Regrettably, Amended Article Two greatly lengthens the statute of limitations without solving its fundamental flaws, though its length yields patchwork solutions to some of the doctrinal problems. Changing the statute from one based on accrual at time of breach to one based on accrual at time of discovery would solve many of these problems more simply, particularly those pertaining to when warranties are included. The others may be dealt with by comment or by drawing from other state enactments.

Suggested Citation

Garvin, Larry T., Uncertainty and Error in the Law of Sales: The Article Two Statute of Limitations (July 2002). Available at SSRN: https://ssrn.com/abstract=321097 or http://dx.doi.org/10.2139/ssrn.321097

Larry T. Garvin (Contact Author)

Ohio State University - Moritz College of Law ( email )

55 West 12th Avenue
Columbus, OH 43210
United States
614-292-2631- x26073 (Phone)
614-292-2035 (Fax)

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