Business Organizations Law | Commercial Law | Law | Law and Economics
Center for Law and Philosophy
The determination of whether the buyer has accepted or rejected goods provides the sales law solution to the problems of allocating burden of proof, assigning duties to salvage goods in failed transactions, and reducing systematic undercompensation. But one doctrine is unlikely to provide the best solution to each of these distinct problems. Decoupling the rules addressing burden of proof, salvage, and undercompensation from the doctrines of acceptance and rejection, and thus from one another, would significantly improve sales law.
This strategy has a distinguished precedent in the history of sales law. Karl Llewellyn based his objection to the doctrine of title in large measure on his conviction that the policy issues arising in sales cases called for more fine-grained distinctions than the concept of title allowed. In light of the fact that more than ten separate legal questions turned solely on the determination of the location of title, Llewellyn concluded that “[title] remains, in the Sales field, an alien lump, undigested, and interfering with the digestive process.” When he took principal responsibility for drafting Article 2 of the Uniform Commercial Code (U.C.C.), Llewellyn thus set about the task of ridding the concept of title from substantive sales law. Despite this largely successful effort, however, Llewellyn left in place the doctrines of acceptance, rejection, and revocation. Whereas title provided one of the most important unifying doctrines of the Sales Act, these doctrines, which I shall refer to collectively as the “acceptance-rejection fulcrum,” constitute the most distinctive and unifying doctrines in Article 2. Although the acceptance-rejection fulcrum considerably improves upon the prior title regime, I will argue that it is vulnerable to the central objection Llewellyn leveled against the title doctrine: it improperly lumps the promotion of several policy goals into a single doctrinal inquiry. By reducing the treatment of burden of proof, salvage, and undercompensation to the question of whether goods have been accepted or rejected, the Code takes an inefficient “one doctrine fits all” approach to disparate problems in sales law.
Jody S. Kraus,
Decoupling Sales Law from the Acceptance-Rejection Fulcrum,
Yale L. J.
Available at: https://scholarship.law.columbia.edu/faculty_scholarship/579