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Revised UCC Article 2

Agenda

February 5-7, 1999





  1. Provisions on Scope of Article 2 and relation to other law, 2-103 & 2-104


    1. Relation to Article 2B scope, 2B-103, 2B-104, 2B-105
    2. See attached sections of Article 2B (December 1998 draft)
    3. Other issues: Inclusion of "remedial promises;" Relationship to other UCC articles and other state law.


  2. Electronic Contracting Issues (See attached memo with provisions from Article 2B and UETA)


    1. Should Article 2 contain provisions that validate electronic records and signatures?
    2. For contract formation purposes, are special timing rules needed in terms of sending and receiving electronic messages?
    3. For contract formation purposes, are special rules needed regarding the "intent to contract" when there is communication without human intervention?
    4. For contract terms purposes, are special rules needed regarding when to include terms in the deal when communication is electronic?
    5. For contract terms purposes, when terms are required to be conspicuous, how should that requirement be met in the electronic environment?
    6. Should the draft deal with the following risks of error: error in translation (garbling), error of misdirection, error in attribution?


  3. Termination and Cancellation, 2-310, 2-311, 2-808 & related definitions


    1. Notice requirements
    2. rights remaining after termination or cancellation
    3. Article 2B comparison, 2B-625 through 2B-627, 2B-702 & related definitions (Attached)


  4. Waiver and Modification, 2-209, 2-702


    1. Appropriate line between formation and modification
    2. NOM clauses
    3. Waivers of conditions and performance obligations
    4. Article 2B comparison, 2B-303, 2B-605 (attached)


  5. Statute of Limitations, 2-814


    1. review new structure and accrual rules


  6. Effect of parties' agreement on provisions of Article 2, 2-108


    1. Compare Article 2B, 2B-106 (Attached)
    2. Choice of law and choice of forum, 2b-107, 2B-108 (Attached)


  7. Review of selected provisions in parts 6-8. These sections have questions in the notes for the drafting committee to decide or have changed since the October draft based upon comments from the ALI or other concerns.


    1. 2-602
    2. 2-603
    3. 2-605
    4. 2-612
    5. 2-701
    6. 2-704
    7. 2-705
    8. 2-706
    9. 2-707
    10. 2-709
    11. 2-710
    12. 2-715
    13. 2-807
    14. 2-809
    15. 2-815
    16. 2-816
    17. 2-819
    18. 2-821, 2-826
    19. 2-825


  8. Review of Part 4 Warranty and provisions on "remedial promise"


    1. Remedial promise, definition 2-102(a)(31A)
    2. Remedial promise sections other than Part 4, 2-103, 2-810, 2-814, 2-827


  9. Review of contract formation and terms sections, Part 2


A. The so-called "Gateway" problem is now treated in 2-207(d).



  1. Assignment, coordination with Revised Article 9, 2-503


    1. See attached amendment to current 2-310 as a conforming amendment to revised Article 9.


  2. Review of sections in Part 3: The purpose of reviewing these sections is to finalize the statutory language. Be prepared to offer substitute language if you think there is a problem with the draft.


  3. Review of sections in parts 6, 7 and 8 not discussed previously. The purpose of reviewing these sections is to finalize the statutory language. Be prepared to offer substitute language if you think there is a problem with the draft.


  4. Review of sections in Part 5, other than 2-503. The purpose of reviewing these sections is to finalize the statutory language. Be prepared to offer substitute language if you think there is a problem with the draft.


  5. Review of sections in Part 1 not discussed previously. The purpose of reviewing these sections is to finalize the statutory language. Be prepared to offer substitute language if you think there is a problem with the draft.


  6. Discussion of effective date and transition provision.