UCC Breach of Warranty and Contract Claims: Clarifying the Distinction
I. INTRODUCTION
This Article addresses the distinction between breach of warranty and breach of contract claims arising under Article 2 of the Uniform Commercial Code (UCC). The idea to examine this distinction arose following a telephone conversation with a law professor who was preparing to teach an Article 2 Sale of Goods course for the first time. During our conversation, the professor described what she characterized as a humbling experience. A speaker at a trade association meeting nonchalantly stated: drives the acquirer’s choice between public and private targets? (2) Do acquisitions of private targets elicit a more positive stock market reaction than acquisitions of public targets, which, on average, destroy value for acquirers’ shareholders (Andrade, Mitchell, and Stafford, 2001)? (3) Do acquirers gain when their selection of a public or private target fits the theory?