Document Type
Article
Publication Date
2007
Abstract
In Section 2-306, the Uniform Commercial Code's drafters intended to assure that two classes of agreements would be enforceable, even though they might appear on their face to be illusory. Variable quantity (output and requirements) contracts were buttressed by reading in a good faith standard (§ 2-306(1)) and exclusive dealing contracts were made enforceable by reading in a best efforts standard (§ 2-306(2)). This was a big mistake. In this paper I show how these two fixes create problems for interpreting contracts. I use two well-known cases, Feld v. Henry S. Levy & Sons, Inc. and Wood v. Lucy, to illustrate the point.
Disciplines
Contracts | Law
Recommended Citation
Victor P. Goldberg,
Desperately Seeking Consideration: The Unfortunate Impact of U.C.C. Section 2-306 on Contract Interpretation,
68
Ohio St. L. J.
103
(2007).
Available at:
https://scholarship.law.columbia.edu/faculty_scholarship/679
Comments
Originally published in 68 Ohio St. L. J. 103 (2007).