§ 2.3.2.2 Uniform Commercial Code

The Uniform Commercial Code governs many aspects of commercial law including the sale of goods. Section 1-105 contains a choice-of-law-provision applicable to agreements not regulated by specific provisions of the UCC. That section was superseded by §1-301 in 2001 when the Uniform Law Commission decided to modernize the choice-of-law rules governing contracts for the sale of goods. However, the substance of §1-301 was rejected by almost every jurisdiction. Most states simply kept the language of §1-105 but renumbered it as §1-301. Some states objected to allowing the parties to choose the law of a state that had no reasonable relation to the parties or their agreement. Other states objected to the provisions giving greater protection to consumers and limiting the ability of companies to opt out of state laws designed to protect consumers. In light of its almost uniform rejection, the Uniform Law Commission amended §1-301 in 2008 to go back to wording similar to the original §1-105. See Jack M. Graves, Party Autonomy in Choice of Commercial Law: The Failure of Revised U.C.C. §1-301 and a Proposal for Broader Reform, 36 Seton Hall L. Rev. 59 (2005).