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32 J. Legal Stud. Educ. 1 (2015)

handle is hein.journals/jlse32 and id is 1 raw text is: Journal ofLegal Studies Education Volume 32, Issue 1, 1-46, Winter 2015 Contract Formation and Performance Under the UCC and CISG: A Comparative Case Study Kurt M. Saunders* and Leonard Rymsza** The great object of the law is to encourage commerce.' 1. INTRODUCTION A contract for the sale of goods is often the end product of extensive ne- gotiations between the parties, and it embodies their expectations and sets out the details of their agreement. If a dispute arises, the contract will be the starting point for determining the rights and liabilities of the parties. Moreover, the law that governs the agreement will determine whether a valid contract exists, how it will be interpreted, and what remedies are available for its breach. Contracts for the sale of goods in the United States are governed by the Uniform Commercial Code (UCC) in every state but one.2 When one of the parties to the contract is based in another country, however, the conflict of laws principles that will determine which country's law governs the transaction can be confounding.3 In addition, the commercial laws and *Professor of Business Law, California State University, Northridge. **Emeritus Professor of Business Law, California State University, Northridge. 'Beale v. Thompson, 3 Bos. & Pull. 405, 421, 127 Eng. Rep. 221 (C.P. 1803). 2Unif. Commercial Code Sections 1-3B U.L.A. (2002) [hereinafter U.C.C.]. The U.C.C. has been adopted in some form by all fifty states, the District of Columbia, as well as Puerto Rico, Guam, and the U.S. Virgin Islands. Louisiana has adopted it with the exception of Article 2. All references in this article are to the 2002 version of the U.C.C. 3The rights and duties of the parties as to a contract are determined by the local law of the state which, with respect to that issue, has the most significant relationship to the transaction and the parties. RESTATEMENT (SECOND) OF CONFLICTS OF LAW § 188(1) (1971). © 2015 The Authors journal of Legal Studies Education © 2015 Academy of Legal Studies in Business I