US Contract Law & Contract Drafting and Negotiation Techniques

Contracts always involve the future. Problems frequently arise because events did not turn out as one or both of the parties had anticipated and they look to contract law to provide the solution for that particular situation. Where do we go to find the rules to resolve contract disputes? The principal state statute you will deal with in Contracts is the Uniform Commercial Code (UCC or Code). The Code has a number of parts, called Articles, that apply to different transactions. You will be concerned with Article 1, which contains General Provisions that apply to the whole Code, and Article 2, Sales. The UCC is an odd duck. One of its principal goals, expressed in 1-102(2)(c) [Revised 1-103(a)(3)], is "to make uniform the law among the various jurisdictions." You would think the easiest way to make the law uniform would be to enact a federal law. But that is not the way of the Code. The Code is promulgated by two groups, the National Conference of Commissioners on Uniform State Law (NCCUSL), and the American Law Institute (ALI). Detail of these are enumerated inside.