Friday, June 1, 2007
While Florida SB 252, which was enrolled on May 3, still has not made it to Governor Charlie Crist's in-box, Rhode Island SB 105 was enacted May 23, making Rhode Island the 28th state to adopt a version of Revised Article 1.
Like the 27 other states to have enacted Revised Article 1, SB 105 rejects "uniform" R1-301 in favor of a choice-of-law provision tracking pre-revised 1-105. SB 105 is the ninth enactment to eschew uniform R1-201(b)(20)'s unitary good faith standard in favor of retaining the bifurcated standard of pre-revised 1-201(19) and 2-103(1)(b).
SB 105 also includes a new statute of frauds designed to retain the "default" personal property statute of frauds in pre-revised 1-206. The new provision, to be codified at R.I. Gen. Laws § 9-1-4(7), states:
No action shall be brought … [e]xcept in cases to which the Uniform Commercial Code (Title 6A) applies, … to charge any person upon any contract for the sale of personal property beyond five thousand dollars ($5,000) in an amount or value or remedy, unless the promise or agreement upon which the action shall be brought, or some note or memorandum thereof, shall be in writing, and signed by the party to be charged therewith, or by some other person by him or her thereunto lawfully authorized.
Rhode Island is the second enacting state to have codified a new statute of frauds outside of its UCC to fill the gap -- real or perceived -- created by Revised Article 1's narrowed scope provision. Last year, California added a similar provision to its Civil Code (Cal. Civ. Code § 1624.5) as part of its enactment of Revised Article 1.
Rhode Island SB 105 is one of three recent enactments -- along with Indiana SB 419 (enacted May 3, 2007) and Iowa SF 535 (enacted April 4, 2007) -- slated to take effect on July 1, 2007. Once these three new statutes take effect, Revised Article 1 will be the law in more the one-half of the states.
[Keith A. Rowley]
Wednesday, May 30, 2007
A number of contracts and commercial law professors (including yours truly) will be venturing forth from their nests this coming academic year. Here's an alphabetical sampling:
Carl Bjerre (Oregon) will be visiting Brooklyn for the 2007-08 academic year.
Scott Burnham (Montana) will be visiting UNLV for the 2007-08 academic year.
Andrea Coles-Bjerre (Oregon) will be visiting Brooklyn for the 2007-08 academic year.
Dan Crane (Cardozo) will be visiting NYU for the 2007-08 academic year.
George Geis (Alabama) will be visiting the University of Virginia for the 2007-08 academic year.
Lee A. Harris (Memphis) will be visiting George Washington University for the 2007-08 academic year.
Max Huffman (Cincinnati) will be visiting the University of West Virginia for the 2007-08 academic year.
Edward (Ted) Janger (Brooklyn) will be visiting Harvard for the Spring 2008 semester.
Howard Katz (Charlotte) will be visiting Capital University for the 2007-08 academic year.
Hila Keren (Hebrew University of Jerusalem) will be visiting the University of California at Berkeley (Boalt Hall) for the 2007-08 academic year.
Anne Lawton (Roger Williams) will be visiting Michigan State University-DCL for the Fall 2007 semester.
Wayne Lewis (DePaul) will be visiting Suffolk University for the Spring 2008 semester.
Jennifer Martin (Western New England) will be visiting the University of Pittsburgh for the 2007-08 academic year.
Marcy Peek (Whittier) will be visiting Seattle University for the 2007-08 academic year.
Chris Peterson (Florida) will be visiting the University of Utah for the 2007-08 academic year.
Caprice Roberts (West Virginia) will be visiting Washington & Lee for the Fall 2007 semester.
Keith Rowley (UNLV) will be visiting the University of Alabama for the 2007-08 academic year as the Charles E. Tweedy, Jr. Visiting Chairholder in Law.
Brian Slocum (Florida Coastal) will be visiting the University of Memphis for the 2007-08 academic year.
Daniel Sokol (Wisconsin - William H. Hastie Fellow) will be visiting the University of Missouri-Columbia for the 2007-08 academic year.
I know there are more, but I won't list anyone who does not report their own plans. Hopefully, this post will prompt others to reply to email@example.com or via comment to this post. I will update the list again as more information comes in.
[Keith A. Rowley]
"For the Court to allow Defendant to invoke the no-oral-modification clause after MRI itself induced and participated in the extended course of action it now complains of would be to convert the sale of basil leaves into a 'basil sale carcinoma' that would devour all reasonable commercial standards of behavior between merchants" (emphasis added).
Now I have my own standards for reasonable behavior, and I just didn't find the case Limerick-worthy. But some of my students felt the phrase "basil sale carcinoma" needed to be memorialized in verse. Facing an inevitable student rebellion, I composed the following in self-defense:
Brookside Farms v. Mama Rizzo's, Inc.
Addressing the judge as "Coxcomb-a,"
Mama Rizzo flew back to Roma.
In rejecting her Answer,
This judge has cured cancer,
The dread basil sale carcinoma.
Tuesday, May 29, 2007
The WSJ has an interesting story today (subscription required) about the use of contracts (though, perhaps, only metaphorically) in the home. Turns out, contracting is not the most effective device to ensure that the chores get done. The article begins:
Elizabeth Gray wasn't getting anywhere with her husband on a particular parenting issue. Always admiring parents who have the kind of control she's accustomed to having at the office, she finally turned to the kind of tactic that comes in handy at work: a contract.
"I'm a project manager," she says, "so I managed it like a project."
The document was intended to lay out a compromise over the couple's one source of friction. She valued her boys doing chores while her stay-at-home husband was more permissive. So, the document attempted to close the gap, including "Whereas" resolutions stating that consistency is important in parenting and that the boys would get the same answer from both of them, she recalls. She would have quoted the two-and-a-half page contract verbatim but, after they negotiated it last July, she ripped it up in a fit of frustration when she felt her husband breached the agreement by December.
"It was an abject failure," she says.
The moral: just because you are the boss at work doesn't mean you'll be the boss at home. (Also: what were the remedies for breach?) One CEO told the WSJ:
"The whole economic system shifts, from capitalism at work to communism at home." If metrics existed for the family as they do for business, "you're measuring gross family happiness and yours doesn't count more than anyone else's -- and probably less," he says
[Meredith R. Miller]