52 S. Tex. L. Rev. 471 (2010-2011)
What Can We Learn from the Failed 2003-2005 Amendments to UCC Article 2

handle is hein.journals/stexlr52 and id is 479 raw text is: INTRODUCTION TO THE SYMPOSIUM
WHAT CAN WE LEARN FROM THE FAILED
2003-2005 AMENDMENTS TO UCC ARTICLE 2?
FRED H. MILLER*
It seemed logical. Article 2 of the Uniform Commercial Code
(UCC) was written in the 1940s and had not been amended in any
significant respect since amendments to the UCC were made in
response to the 1958 study of the UCC in New York.' Moreover,
2
based on the author's experience in writing the UCC Law Letter,
more UCC Article 2 published cases are litigated each year than
under any other UCC article,' and perhaps more than under most of
the other UCC articles combined. This of course produces heavy
transactional and litigation costs.
There are reasons for this. First, UCC Article 2 was deliberately
drawn using general rules,' or concepts, and standards, such as
* Fred H. Miller is a Uniform Law Commissioner from Oklahoma. During the
period the amendments to UCC Article 2 were being formulated he was the executive
director of the Uniform Law Commission (ULC), chair of its executive committee, and its
president, in that order. Nonetheless, the views expressed are his own and do not
necessarily represent those of the ULC or any of its members. They are based on his
experience of thirty-six years as a Commissioner and his own perspective. Certainly others
may have a different view. Professor Miller also is a life member of the American Law
Institute (ALI), the cosponsor of the UCC with the ULC.
1. See Task Force of the A.B.A. Subcomm. on Gen. Provisions, Sales, Bulk
Transfers, and Documents of Title, Comm. on the Unif. Commercial Code, An Appraisal
of the March 1, 1990, Preliminary Report of the Uniform Commercial Code Article 2 Study
Group, 16 DEL. J. OF CORP. LAW 981, 986-88 (1991) [hereinafter Preliminary Report
Appraisal].
2. The author writes the UCC Law Letter each month with Professor William
Henning of the University of Alabama. Professor Henning also is a Commissioner to the
ULC from Alabama.
3. To determine this statement the author hand counts the cases from the UCC
Bulletin each month.
4. See U.C.C.  2-204(1) (2011) (A contract for sale of goods may be made in any
manner sufficient to show agreement.. . . ).
5. See id.  2-302 cmt. 1 (This section is intended to allow the court to pass directly
on the unconscionability of the contract or particular clause therein and to make a

471

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