Document Type

Article

Publication Title

University of Chicago Law Review

Abstract

To see how custom should be integrated with contract law, it is important to isolate an important ambiguity that creeps into the innocent phrase "customary commercial term." One interpretation of this phrase stresses that most complex commercial arrangements are incomplete. Customary commercial terms are thus thought to offer the ideal set of gap fillers when commercial agreements are silent: hence the role of "unless otherwise agreed" in the UCC. Yet in many cases, a "customary commercial term" carries with it another distinct meaning: it refers to those express provisions that the parties commonly incorporate into commercial arrangements. Sometimes these explicit terms are taken from trade handbooks. Sometimes they have just evolved within the trade, without any conscious elaboration. For these purposes, it hardly matters. It is their standard usage, not their provenance that counts. The key point is that we must distinguish between "implicit customs" and "standard provisions" to understand the operation of this branch of contract law.

First Page

821

DOI

https://doi.org/10.2307/1600427

Volume

66

Publication Date

1999

Download

Share

COinS