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Commercial legal calamities, Uniform Commerical Code, UCC, Contract modification and waiver, No-oral-modification clauses, NOM clauses, Statute of frauds, UCC Section 2-209


Commercial Law | Contracts


This Article briefly catalogs the kinds of commercial calamities and then focuses on one of them, namely laws that are so imprecise and ambiguous that judges do not know how to apply them, and lawyers cannot explain them. The Article illustrates the problem with Uniform Commercial Code (UCC) section 2-209, dealing with contract modification and waiver. The paper does not focus on the ambiguities and obfuscations of section 2-209, but on the strategy of lawmaking that inevitably produces such a result. The drafters of section 2-209 ambitiously sought to reform the law, but then lost their nerve. In short, they wavered. The result was a compromise that created chaos, a true commercial calamity.

Publication Citation

Published in: Ohio State Law Journal, vol. 68, no. 1 (2007).