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Contract & U.C.C. Disputes

Contracts serve as the principle vehicle used to facilitate the exchange of goods, services, and information in the marketplace. Most contracts involve an exchange of mutual promises (known as “consideration”) that define the contracting parties’ expectations, rights, and obligations. Disputes often arise during the life of a contract where the parties disagree over what a given contract provision means, whether it is enforceable, and what damages flow from the other party’s breach. 

These contract-related disputes are the bedrock of commercial litigation, which are resolved according to the law governing the contract to which the parties agreed at the outset of their relationship—whether in Wisconsin, New York, or Germany, for example. Additionally, the Uniform Commercial Code (“U.C.C.”), which has been adopted in various forms by nearly every state, codifies a body of statutory law that governs the following, important categories of commercial relationships:

  • Article 1: General Provisions
  • Article 2: Sales
  • Article 2A: Leases
  • Article 3: Commercial Paper
  • Article 4: Bank Deposits and Collections
  • Article 4A: Funds Transfers
  • Article 5: Letters of Credit
  • Article 6: Bulk Transfers
  • Article 7: Warehouse Receipts, Bills of Lading and Other Documents of Title
  • Article 8: Investment Securities
  • Article 9: Secured Transactions; Sales of Accounts and Chattel Paper

Ultimately, however, each state has developed its own body of law that—while similar in many respects—makes what appears to be a straightforward commercial case anything but.

Compounding this problem is the fact that many contracts at the heart of these commercial disputes are drafted by people without a working knowledge of how these legal instruments are construed when litigation arises. For example, does the contract specify where a party must sue in the event of a breach? If the contract contains an arbitration clause, does it specify the scope and extent of permissible discovery? Will the contract be construed against the party that drafted it? Does it contain limitations on the damages recoverable in the event of a breach? Can the “prevailing party” recover its attorneys’ fees and, if so, who exactly is the “prevailing party” when there are multiple claims and multiple parties?

These vexing issues, among others, repeatedly arise in commercial disputes. You need a law firm that understands the intricacies of commercial litigation, how the rules of contract construction apply to the dispute, and what steps must be taken to protect your rights. Call us today to set up a free consultation, whether to review a contract you are preparing to execute or to advise you on your probability of success should litigation ensue.

Representative Matters

  • Lead counsel for a North American machine tool distributor in an international arbitration against a Korean manufacturer with more than $10MM in dispute concerning the party's failed dealership agreement. See Dynamic Intl of Wisconsin, Inc. v. SMEC CO., LTD., JAMS International Arbitration.
  • Obtained dismissal on the pleadings of a breach of contract suit against an Illinois-based client on personal jurisdiction grounds, which was nominated as one of the “Top 10 Recent Wisconsin Federal Court Decisions” in the December 2017 edition of the Wisconsin Lawyer. See Healthfuse LLC v. CDH-Delnore Health Sys., No. 16-cv-560-pp, 2017 WL 927624 (E.D. Wis. Mar. 8, 2017).
  • Lead counsel for a national transportation company in a contract dispute venued in the Northern District of Ohio; after obtaining dismissal of many of the plaintiff’s claims on a motion to dismiss, the matter was settled out of court under favorable terms to the client. See Amrate, LLC v. AIM Brokerage Services, LLC et al., Case No. 1:17-cv-00676-SO (N.D. Ohio).
  • Member of trial team that secured a complete defense verdict in a U.C.C. case involving commodities futures. See Alsum et al. v. Didion Inc., Case No. 2012-CV-000197 (Columbia County Circuit Court).

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