"Can I get out?!" - Defenses to Performance Under the Uniform Commercial Code

Taft attorneys Bill Serritella, John Riccione and Brianna Skelly will speak at the seminar “Can I get out?! – Defenses to Performance Under the Uniform Commercial Code,” the latest in a series, on the various aspects of Article 2 of the Uniform Commercial Code. Prior seminars focused on issues such as the formation of contracts, the “battle of the forms,” disclaimers of warranties, limitations of remedies, and rights and remedies in the event of a breach. The seminar will focus on when and whether a buyer or a seller has a whole or partial defense to performance of an enforceable contract.

As always, but perhaps more than in recent years, the world, and international commerce in particular, is changing fast. Catastrophic weather events, labor strife, government regulation, and even political upheaval, are the norms in today’s headlines.  The topics on which panelists will discuss, and at times with which they will grapple, are whether, and if so how, a buyer or seller can be excused, completely or partially, from performance after a contract has been formed due to unforeseeable economic or other circumstances. 

Panelists will explore how the Code has codified traditional common law defenses to performance, such as impossibility and impracticality, and how and when those defenses can be asserted, and overcome, under the Code. As in the past, the seminar will discuss the legal principles applicable to the various defenses to performance, describe real life examples to articulate the practical applications of these defenses, and answer specific questions from the audience about how these legal concepts apply to their specific business enterprises.