The Uniform Commercial Code and the Choice of Law

The choice of law provisions of the Uniform Commercial Code often have been criticized on the basis that they are forum oriented, so forum oriented that their constitutionality may be questionable. The authors of this article analyze the basic Code choice of law section (UCC § 1-105) and conclude that this section need not be read with the heavy emphasis on the forum's version of the Code as suggested by some other writers. Instead, the argument is made that the Code's choice of law principles permit development in accordance with the forum's general notions of choice of law. Additionally, the Code can provide impetus for complete acceptance of party autonomy in selecting the system of law which will govern the rights and duties of the parties to a contract.