- Business TransactionsIn adopting the dependent approach, it is significant that the Court found its approach accordance with the legislature‘s intent to “simplify, clarify, and modernize the law governing commercial transactions.” 13 Pa.C.S. §1102…” The dependent approach produces clear and predictable results derived from the UCC general remedial provisions. Liberal administration of the UCC remedies encourages modern commercial transactions, because buyers are more likely to enter into contracts when there is a justified expectation of receiving that for which the buyer has bargained. The remedial provisions of the UCC are authored to afford aggrieved buyers just that. Under the UCC, caveat emptor is dead; the dependent approach keeps it so.” This case highlights the careful thought that must be given in drafting agreements to which the UCC applies, which agreements attempt to limit remedies and damages. Central to drafting is the need to review with one‘s client the precise factual setting in order to best understand factually how proposed contract terms might impact the buyer‘s ability to respond if there is a contract breach by the seller. Then drafting counsel is in a position to advise one‘s client about the possible consequences as to what might occur if the contract terms are called into question and seek alternative contract language to protect the client. It still may be best to seek the limitations contained in this contract as the terms might discourage a buyer from acting as Buyer did in this case. In any event, careful consultation with one‘s client will at a very minimum ensure that the unintended result in this case does not catch a client by surprise. Cite: 84 Lumber Company vs. Feeher, No.2005-867 (Washington County, PA 2007) (O‘Dell-Seneca, P.J.)
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