Promissory Estoppel Article 2 of the U.C.C., and the Restatement (Third) of Contracts

Michael T. Gibson, Oklahoma City University School of Law

Abstract

The thesis is that the text, legislative history, and purpose of Article 2 of the Uniform Commercial Code show that its drafters opposed the use of promissory estoppel in the law of Sales, that the relatively few courts which wrongly have used promissory estoppel in Sales cases have caused several major problems, and that the success of Article 2′s “agreement” theory, developed by Karl Llewellyn, has drastically reduced the need for promissory estoppel in commercial cases. In 1990, a group appointed by the Permanent Editorial Board of the Uniform Commercial Code cited this article in recommending revisions to Article 2 of the U.C.C.. See American Bar Association Task Force, An Appraisal of the March 1, 1990 Preliminary Report of the Uniform Commercial Code Article 2 Study Group, 16 DEL. J. CORP. L. 981, 1205 n.5 (1991). The article is discussed in two textbooks. See IAN AYRES & RICHARD E. SPEIDEL, STUDIES IN CONTRACT LAW 196-97 (Foundation Press 7th ed.) and CHARLES L. KNAPP, NATHAN M. CRYSTAL, & HARRY G. PRINCE, PROBLEMS IN CONTRACT LAW 139-40, 251 (Aspen Publishers 6th ed., 2007).