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has a right based on prior breach or prior performance, that right survives termination. [U.C.C. § 2-106(3) (1951); 2 Anderson U.C.C. § 2-106:53 (3d. ed.), Westlaw (database updated Dec. 2020).] 12. Cancellation Though conceptually similar to termination, the term cancellation has its own, distinct meaning in Article 2. Cancellation means that a party ends the contract due to the other party’s breach. The legal effect of cancellation is the same as that of termination, except that the cancelling party retains any remedy for breach of either the whole contract or any unperformed portion. [U.C.C. § 2-106(4) (1951).] A Brief Introduction to International Sales of Goods In 1988, the United States ratified a treaty called the United Nations Convention on Contracts for the International Sale of Goods (CISG). To date, 81 countries (member states or contracting states) have adopted CISG, albeit sometimes with various reservations and exclusions. Subject to some qualifications, CISG usually applies to contracts for the sale of goods in which the parties’ places of business are located in different contracting states. For instance, CISG applies if the buyer’s place of business is in the United States, and the seller’s is in Spain. The universe of matters that CISG addresses is narrower than those UCC Article 2 addresses. CISG covers only (1) contract formation and (2) the parties’ rights and duties. Unlike Article 2, CISG does not address related matters such as products liability or contract validity ( e.g. , whether a contract is void for fraud or illegality). [13 Hawkland UCC Series §§ 10:10, 10:11, Westlaw (database updated June 2021); D. Whaley, S. McJohn, Problems and Materials on Commercial Law pp. 48-49 (11th ed. 2016).] Scope of Article 2A on Leases of Goods For a long time, the law governing leases of goods, as opposed to sales, was ambiguous. Needing a body of law to govern, some courts stretched Article 2 to apply to leases. Eventually, though, the law of leases found its home in UCC Article 2A, titled simply “Leases.” Article 2A was initially promulgated in 1987 and then revised substantially in 1990. As of this writing, nearly all U.S. jurisdictions have adopted Article 2A. The rules in Article 2A are very similar (some say too similar) to the rules in Article 2, though there are necessarily some differences. [ See D. Whaley, S. McJohn, Problems and Materials on Commercial Law pp. 48-49 (11th ed. 2016); Uniform Law Comm’n, UCC Article 2A, Leases, https://www.uniformlaws.org/committees/community- home?CommunityKey=16b9e44b-f2c5-4210-99c3-78e7d3fe985f.]
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