Common law or UCC?

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Breezin
Posts: 70
Joined: Sun Aug 21, 2011 2:36 pm

Common law or UCC?

Postby Breezin » Mon Nov 07, 2011 8:32 pm

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Last edited by Breezin on Mon Nov 07, 2011 9:19 pm, edited 1 time in total.

ToTransferOrNot
Posts: 1928
Joined: Thu Jan 22, 2009 12:45 am

Re: Common law or UCC?

Postby ToTransferOrNot » Mon Nov 07, 2011 8:36 pm

I mean, for one thing, some jurisdictions have enacted UCC 2A which explicitly covers leases, so there's that.

The agreement to agree isn't enforceable regardless of whether you're dealing with the UCC or common law.

As for whether the executed agreement is UCC or common law, I would expect common law, because the only thing that could bring it into the UCC - the expectation of purchase - isn't enforceable.

SupraVln180
Posts: 883
Joined: Mon Apr 19, 2010 10:50 pm

Re: Common law or UCC?

Postby SupraVln180 » Mon Nov 07, 2011 8:40 pm

Well if you say the second part of the K was only an "agreement to agree" and then argued that it was not enforceable, then since the trucks were only being leased, I think common law would apply.

However, if you say the second part of the K was enforceable then it was for the purchase of moveable good, thus UCC would apply.

I'm a 1L and don't know shit, but I think thats right.

ToTransferOrNot
Posts: 1928
Joined: Thu Jan 22, 2009 12:45 am

Re: Common law or UCC?

Postby ToTransferOrNot » Mon Nov 07, 2011 8:43 pm

SupraVln180 wrote:Well if you say the second part of the K was only an "agreement to agree" and then argued that it was not enforceable, then since the trucks were only being leased, I think common law would apply.

However, if you say the second part of the K was enforceable then it was for the purchase of moveable good, thus UCC would apply.

I'm a 1L and don't know shit, but I think thats right.


Even if the second part was enforceable (it is not - that's pretty black-letter), it would be unenforceable under the statute of frauds (unless you're dealing with awfully cheap trucks, anyway). Change the facts to deal with something under the ($400?) cutoff, though, and yeah, this kind of K would be under the UCC.

Breezin
Posts: 70
Joined: Sun Aug 21, 2011 2:36 pm

Re: Common law or UCC?

Postby Breezin » Mon Nov 07, 2011 8:53 pm

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Last edited by Breezin on Mon Nov 07, 2011 9:19 pm, edited 1 time in total.

03121202698008
Posts: 3002
Joined: Fri Jul 17, 2009 2:07 am

Re: Common law or UCC?

Postby 03121202698008 » Mon Nov 07, 2011 9:01 pm

Breezin wrote:Okay, what if...

In the agreement to agree X promised to lease trucks from Y. In a separate paragraph, X and Y promise to negotiate and enter long-term leases individually for each truck [the word "and" seems important?] After the agreement to agree X leases the trucks short-term on the terms discussed in the agreement to agree. The short-term leases describe a long-term lease as pending. On these facts can X change his mind? Does he have to keep his promise to lease long-term?


Your getting into article 2A territory which will change the answer. Get rid of the lease in your hypo.

Start at the beginning, do you have the elements to make an enforceable K? Was their consideration for his promise? Did X get a cheaper rate or something short term because of his promise for long term? If no consideration, does promissory estoppel or something else kick in? A mere promise is not enforceable unless a K is made or some other equitable doctrine applies.

Also, a tenet of American K law is that X can always change his mind. There are no punitive damages. He just has to be willing to put Y in as good of a position.




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