Vol 7 No 1 - Roger Williams University School of Law

American Law Institute refused to put Article 2B on the agendafor approval at its annual meetings.25 Even in its stance as a“discussion draft,” Article 2B attracted much criticism at theannual ALI meetings, precipitating significant motions forchanges in substance.26 An ALI official publication, reporting onthe joint decision to remove Article 2B from the UniformCommercial Code, explained that while the National Conferencebelieved that “the proposed statute is currently ready to provide aviable legal framework for the evolution of sound businesspractices in computer-information transactions,” the AmericanLaw Institute Council “continued to have significant reservationsabout both some of its key substantive provisions and its overallclarity and coherence.”27 The substantive basis for the ALIto abstain and two states not voting at all. [The total number of states is fifty-three notfifty, as the District of Columbia, Puerto Rico and the Virgin Islands are also counted.]The final approving vote was undoubtedly influenced by pleas from Conferenceleadership who maintained that unless UCITA was passed, the Conference would bepreempted by Congress (an event which did not come to pass) and who asked thatUCITA be passed to allow a field test of its provisions in the states with no obligationon individual commissioners to support it. Many undoubtedly expected UCITA to die anatural death upon its final promulgation.25. See Press Release, ALI, Major Projects Scheduled for Completion at AmericanLaw Institute’s 75th Annual Meeting (May 1, 1998), available athttp://www.ali.org/ali/pr0501.htm (last visited Sept. 8, 2001) (“[A] special ad hoccommittee of the Institute’s Council has recommended that ALI take no final actionthis year because of present concerns about both the architecture and scope of 2B.”);Institute to Review Seven Drafts at 1999 Annual Meeting, A.L.I. Rep. (Winter 1999),available at http://www.ali.org/ali/Rptr_7drafts.htm (last visited Sept. 8, 2001) (“Whilethe leadership of NCCUSL also plans to seek final approval of Article 2B this year, theALI Council continues to have significant reservations about 2B, especially concerningits provisions on scope, invalidation for fundamental public policy, and assent to posttransactionterms, but also regarding its overall coherence and clarity.”).26. See, e.g., Jean Braucher & Peter Linzer, Motion Regarding Assent Issues inProposed UCC Article 2B (May 5, 1998), at http://www.ali.org/ali/Braucher.htm (lastvisited Nov. 17, 2001); Charles R. McManis, Motion Regarding UCC Article 2B § 2B-308 (Tentative Draft Apr. 14, 1997) (May 9, 1997), available athttp://www.ali.org/ali/McManis.htm (last visited Nov. 17, 2001); Charles R. McManis,Motion Regarding UCC Article 2B § 2B-208 (Mass Market Licenses) and § 2B-105(Relationship to federal law)(Tentative Draft, Apr. 15, 1998) (May 5, 1998), available athttp://www.ali-aba.org/ali/McManis2.htm (last visited Sept. 8, 2001); William J.Woodward, Jr., Motion to Delete Section 2B-107(a) from Draft UCC Article 2B (May 6,1998), at http://www.ali.org/ali/Woodward1.htm (last visited Nov. 17, 2001); William J.Woodward, Jr., Motion to Delete Section 2B-108 from Draft UCC Article 2B (May 6,1998), at http://www.ali.org/ali/Woodward2.htm (last visited Nov. 17, 2001). Foradditional motions, see http://www.ali.org/ali/Motions.htm (last visited Nov. 17, 2001).27. Article 2B Is Withdrawn from UCC and Will Be Promulgated by NCCUSL asSeparate Act, A.L.I. Rep. (Spring 1999), available at