A commercial litigator engaged in a sale of goods dispute quickly discovers that the rules of Article 2 do not apply themselves, an indeterminacy that offers both hope and risk. Every rule of Article 2 presents tactical opportunities for both sides in its interpretation and application. This presentation will illustrate this claim by using hypothetical situations in which a litigator should consider several tactics that are not apparent from the text of Article 2: statute of frauds discovery techniques; winning the battle of the forms by using rolling contracts; documenting oral agreements with stealth confirmations; superseding oral agreements by using the parol evidence rule; securing favorable terms by using trojan horse invoices; shifting burdens of proof by strategic rejections of goods; inducing a repudiation by (ab)using a demand for assurances of performance; checkmating a buyer with the notice of breach rule; “running out the clock” on statutes of limitations; and maximizing remedies for non-conforming deliveries. But a skilled litigator must also play defense: each of these tactics is vulnerable to counter-argument. And all of them are also vulnerable to proper planning: a well-drafted sales contract can avoid all the risks lurking in the text of Article 2.

Original Program Date: February 27, 2026
Product Code: 26209-3VIDEO