Book contents
- Frontmatter
- Contents
- Contributors
- Introduction
- 1 Karl Llewellyn and the Origins of Contract Theory
- 2 Economic Efficiency and the Ex Ante Perspective
- 3 Constrained Optimization: Corporate Law and the Maximization of Social Welfare
- 4 Do Trade Customs Exist?
- 5 The Uniformity Norm in Commercial Law: A Comparative Analysis of Common Law and Code Methodologies
- 6 In Defense of the Incorporation Strategy
- Index
5 - The Uniformity Norm in Commercial Law: A Comparative Analysis of Common Law and Code Methodologies
Published online by Cambridge University Press: 22 September 2009
- Frontmatter
- Contents
- Contributors
- Introduction
- 1 Karl Llewellyn and the Origins of Contract Theory
- 2 Economic Efficiency and the Ex Ante Perspective
- 3 Constrained Optimization: Corporate Law and the Maximization of Social Welfare
- 4 Do Trade Customs Exist?
- 5 The Uniformity Norm in Commercial Law: A Comparative Analysis of Common Law and Code Methodologies
- 6 In Defense of the Incorporation Strategy
- Index
Summary
Introduction
One of the central norms of the Uniform Commercial Code is “to make uniform the law among the various jurisdictions.” Nowhere in the Code, however, is the substance of the uniformity norm of commercial law explained or justified. Moreover, in the thirty years following the remarkable success of the codification enterprise in achieving formal uniformity – the widespread adoption of the Code in all American jurisdictions – there has been virtually no academic or judicial analysis of whether this grand experiment in the uniform codification of American commercial law has, in fact, produced the social benefits that are presumed to follow from uniformity. Instead, there is a broad consensus, uninformed by evidence or analysis, that formal uniformity has led as well to substantive uniformity, to the certainty, predictability and stability that are the bedrock desiderata of commercial law.
This uncritical acceptance of the notion that uniform codification best promotes the substantive goals of uniformity is puzzling. Large areas of commercial contract law and corporate law remain outside the Code and have evolved in a formally nonuniform fashion through the process of common law adjudication and statutory enactments in various states. In the case of corporate charters, a robust literature has focused on the substantive benefits inherent in jurisdictional diversity – stimulating a “race to the top” as states compete among themselves to capture the economic rents from incorporation.
- Type
- Chapter
- Information
- The Jurisprudential Foundations of Corporate and Commercial Law , pp. 149 - 192Publisher: Cambridge University PressPrint publication year: 2000
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