SS 1-201(19), 1-203, 2-103, 2-104(1) - good-faith requirements in contract negotiations

Article Abstract:

The decision of Kansas Municipal Gas Agency v. Vesta Energy Co holds that a bad faith action can keep a company bound to the agreements of a contract negotiation. The supplier wanted a 'failure to supply' provision inserted in the 'force majeure' part of the contract, and the energy company refused. The supplier used this as an excuse to terminate pre-contract agreements, but the court found that the supplier acted in bad faith.

Laws, regulations and rules, Negotiation, Negotiations, Breach of contract, Vis major (Civil law)

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Sections 1-105, 2-201 - applicable law where parties have not included a choice of law clause in their contract - "appropriate relation most significant contract" criteria - public policy limitations

Article Abstract:

English law was held to be applicable in a 1996 case involving an oral contract, as the court decided to ignore the UCC conflict of law provision. The parties, a British art dealer and a NY collector, did not have a choice of law provision and the court rejected the defendant's public policy arguments. Instead, the court found English law applicable to the oral contract by utilizing "most significant contact" criteria.

Miscellaneous retail stores, not elsewhere classified, Art Dealers, Auctioneers, Art Dealers, United Kingdom, Contracts, Statute of frauds, Conflict of laws, Public policy (Law), New York (State)

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SS. 9-203(1), 9-105(1)(L) - application of "composite document" theory for creation of a security interest

Article Abstract:

Security interests may require the creation of separate executed security agreement or may be created by the combination of various executed documents. Courts have interpreted the application of UCC 9-203(1) and 9-105(1)(L) in different ways. A Pennsylvania court, in using the composite documents theory, held a Sears sale receipt's language sufficient to create a security agreement.

United States, Secured transactions

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