Brown, Ronald Benton

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Introduction to Commercial Transactions by Robert Brauccher and Robert A. Reigert

University of Tulsa College of Law

Tulsa Law Review Volume 13 Issue 2 1977 Introduction to Commercial Transactions by Robert Brauccher and Robert A. Reigert Ronald Benton Brown Follow this and additional works at: https://digitalcommons.law.utulsa.edu/tlr  Part of the Law Commons Recommended Citation Ronald B. Brown, Introduction to Commercial Transactions by Robert Brauccher and Robert A. Reigert, 13 Tulsa L. J. 371 (2013). Available at: https://digitalcommons.law.utulsa.edu/tlr/vol13/iss2/10 This Book Review is brought to you for free and open access by TU Law Digital Commons. It has been accepted for inclusion in Tulsa Law Review by an authorized editor of TU Law Digital Commons. For more information, please contact megan-donald@utulsa.edu. BOOK REVIEWINTRODUCTION To COMMERCIAL TRANSACTIONS. By Robert Braucherand Robert A. Riegert. Mineola, New York: The Foundation Press, Inc.1977. Pp. xxxix, 551. $14.00.Reviewed by Ronald Benton Brown*Justice Robert Braucher and Professor Robert A. Riegert haveproduced a concise and relatively complete text which fulfills the prom-ise of its title, Introduction to Commercial Transactions. The text coversmany state and federal commercial laws with in-depth coverage of theentire Uniform Commercial Code except for Article 8, "InvestmentSecurities."I Considering that the book manages to explain all this inonly 506 pages of text, while a comparably printed copy of the U.C.C.runs over 800 pages,2 the brevity of the text is apparent.This compactness was accomplished, in part, by resisting the temp-tation to reprint entire sections of the Code and its official comments. Asthe authors explain: "Our text does not contain all of the informationnecessary for a full command of the material. Its purpose is to lead thestudents into the code provisions, not to substitute for them.'3 Accord-ingly, this text must be read in conjunction with a copy of the U.C.C.,preferably one with both the 1966 and 1972 versions presented becausethe text generally refers to the 1966 Code and then explains the amend-* B.S.M.E., 1970, Northeastern University; J.D., 1973 University of Connecticut;LL.M., 1976 Temple University; Assistant Professor of Law, Nova University LawCenter, Fort Lauderdale, Florida.1. Note that J. WHITE & R. SUMMERS, UNIFORM COMMERCIAL CODE (1972)[hereinafter cited as WHITE & SUMMERS], probably the leading text on the U.C.C., alsoomits coverage of Article 8.2. 1972 UNIFORM COMMERCIAL CODE WITH COMMENTS, (1972). By comparison,WHITE & SUMMERS, supra note 1, is over 800 pages and covers only the Code.3. R. BRAUCHER & R. RIEGERT, INTRODUCTION TO COMMERCIAL TRANSACTIONS 62(1977) [hereinafter cited as BRAUCHER & RIEGERT].1Brown: Introduction to Commercial Transactions by Robert Brauccher and RPublished by TU Law Digital Commons, 1977TULSA LAW JOURNALments since.4The authors state that the purpose of the text is to "supply back-ground necessary to understand the setting in which commercial transac-tions take place, and at the same time to introduce the reader to the basicrules of commercial law governing those transactions." Restated suc-cinctly at a later point, "[t]he object of this book is to give an introduc-tory idea to the legal and business framework in which people buy andsell goods." 6This may make it appear that the authors are guilty of senselessrepetition. It is repetition, but it is not senseless. Having set for them-selves the goal of explaining the basics of commercial law, the authorsseem convinced that some reiteration is necessary, and do so to goodeffect. They explain, use examples, then re-explain, and thereby usuallysucceed in clarifying this difficult material. However, the authors domore than merely explain the law. They also explain how commerciallaw can best be learned. They begin by advising the reader that "oneshould not attempt to memorize the wording of the sections; instead heshould learn how the code is organized and as many of the basicsubstantive rules as possible." 7 They later remind the student that "thecited provisions must be read carefully,''8 because, "only when theprinciples of the code are mastered can the lawyer quickly and efficientlyperform the more detailed research into the code which everyday practicerequires. " 9The text is designed to follow the suggested method. Each section ofthe book begins with an overview of the area to be covered. This givesthe reader a good feel for the area, its goals and its methodology. Withoutthis, the student could easily become lost in the detail of the section, andmiss the entire point. These overviews are well designed to acquaint thereader with the area which the text is about to examine.Each section also ends with a short "Summary" and these revealjust how much this book is designed to teach, not merely to present, theessence of commercial transactions. The "Summary" which follows theintroduction states: "Before leaving Unit I, the student should re-ex-4. The 1972 edition cited in note 2, supra, includes an Appendix which showschanges made by the 1972 amendments in the former text. It is an ideal supplement toBRAUCHER & RIEGERT.5. BRAUCHER & RIEGERT, supra note 3, at 1.6. Id. at 405.7. Id. at 2.8. Id. at 62.9. Id. at 2.[Vol. 13:3712Tulsa Law Review, Vol. 13 [1977], Iss. 2, Art. 10https://digitalcommons.law.utulsa.edu/tlr/vol13/iss2/10BOOK REVIEWamine the table of contents. If he finds he is unable to recall the materialdiscussed under any of its headings, he should reread the material."1Similarly, the summaries at the end of more advanced chapters reinforcethe authors' image as patient teachers reminding their student of whatshould have been learned. For example, the summary at the close ofChapter 11-3 states that "[tihe student should be aware of the changeswhich the Magnuson-Moss Warranty Act makes in Warranty law ...[Furthermore,] he should be able to recall the main lines of the provisionscontained in the seven warranty provisions of the Code .... IIt seems odd that the authors always refer to the reader as "he." Theassumption that all law students are male is not justified in 1977, the dateof this book's publication. Perhaps this oversight is not major, but it mayserve to offend or alienate some readers of both genders.The text emphasizes the study of the U.C.C., but it does not fail toinclude coverage of other relevant law. In addition to the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act 12 men-tioned above, the text very briefly examines the scope and effects oncommercial transactions of the Federal Trade Commission Act, 3 and theConsumer Product Safety Act.14 The text also mentions the PerishableAgricultural Commodities Act; 15 the Food, Drug and Cosmetic Act; 6 theFederal Bills of Lading Act; 17 and Truth in Lending. t8 Also included, inorder to facilitate the explanation of secured transactions, is an introduc-tion to bankruptcy.This wide coverage should prove effective in giving the reader arealistic appreciation for the broad scope of commercial law. Too often astudent will look only to the U.C.C. to solve a commercial problem. Thistext makes the point that the U.C.C. may not have the complete answerand that a thorough research job must extend beyond the Code. Thestudent should be reminded, however, that this text neither claims to, nor10. Id. at 48.11. Id. at 278.12. Pub. L. No. 93-637, 88 Stat. 2183 (1975) (codified in scattered sections of 15U.S.C.).13. Pub. L. No. 93-153, 87 Stat. 576 (1973), as amended by Act of Jan. 4, 1975, Pub.L. 93-637, 88 Stat. 2193 (1975); Act of Dec. 12, 1975, Pub. L. No. 94-145, 89 Stat. 801(1975); Act of May 28, 1976, Pub. L. No. 94-295, 90 Stat. 575 (1976); Act of May 29, 1976,Pub. L. No. 94-299, 90 Stat. 588 (1976) (codified in scattered sections of 15 U.S.C.).14. 5 U.S.C §§ 5314, 5315 (1970 & Supp. V 1975); 15 U.S.C. §§ 2051-2081 (Supp. V.1975).15. 7 U.S.C. §§ 499(f)-(h) (Supp. V 1975.)16. 21 U.S.C. §§ 301-392 (1970).17. 49 U.S.C. § 81-124 (1970).18. 15 U.S.C. §§ 1601-1691(e) (Supp. V 1975).1977]3Brown: Introduction to Commercial Transactions by Robert Brauccher and RPublished by TU Law Digital Commons, 1977TULSA LAW JOURNALsucceeds in exhaustively cataloging or treating all federal and statecommercial law.The Introduction consists of five chapters. The first is a shortchapter which explains the purpose and method of the text. This isfollowed by an "Overview of the Code" and then by a chapter ex-plaining the historical development of commercial law, including theU.C.C. The history is helpful, but it is lacking in one serious aspect. Itfails to introduce the cast of characters involved in the creation of theCode. The compromise nature of the original U.C.C. cannot be under-stood unless the student first understands the nature and character of theparties to the compromise. Few students have that familiarity with theAmerican Law Institute or the National Conference of Commissioners ofUniform State Laws. This flaw could be easily remedied, 19 by explainingthe purpose and philosophy of each organization and how each is financ-ed and staffed. Then this section will be worthwhile reading for everystudent.The Introductory Unit also includes a chapter which explains theroles of the Official Comments and Article I in the U.C.C., and a chapterentitled, "Research Aids." The latter explains how to go about doingresearch in a problem involving an interpretation of the U.C.C. It lists thereference materials which are available and points out some of theadvantages and problems inherent in each. The student who is tempted tosell this book after having survived a law school course in the U.C.C.should first reexamine this chapter. It was probably given little attentionduring the term, when the other sections of the book seemed so valuable,but it may prove the most important part when that student must actuallyhandle a particular commercial problem. This chapter alone may makethe text a worthwhile investment for the general practitioner who handlesonly an occasional commercial case. However, "Research Aids" dealsonly with U.C.C. related materials. It would not be of any help instarting research in a non-U.C.C. commercial problem such as oneinvolving Truth in Lending. The reader might get some help from thebibliographies which follow some of the chapters, but that is not certain.After the Introduction is completed, the text proceeds in an orderwhich differs from the organization of the U.C.C. It begins withCommercial Paper (Article 3) and Bank Collections (Article 4), nextcovers Sales (Article 2), then Bulk Sales (Article 6) and Letters of Credit19. See, e.g., W. TWINING, KARL LLEWELLYN AND THE LEGAL REALIST MOVEMENT-272-76 (1973). The explanation found there is more lengthy than is necessary in a text onthe U.C.C. It seems that one or two concise paragraphs would be sufficient.[Vol. 13:3714Tulsa Law Review, Vol. 13 [1977], Iss. 2, Art. 10https://digitalcommons.law.utulsa.edu/tlr/vol13/iss2/10BOOK REVIEW(Article 5), then Documents of Title (Article 7) and ends with SecuredTransactions (Article 9). The text is logical as presented, and, moreover,a reader would not suffer from using this text in an order different fromthe one the authors have chosen. For example, a student could study theSales part of the text before reading the Commercial Paper unit, an orderof presentation many instructors prefer. The authors do place someimportant terms in italics the first time that term appears in the text toalert the student to the importance of the term. This device will beineffective if the text is not read in order, however, this loss does notseem too critical.Rather than trudge through each chapter of the text, the remaininghigh and low points will be examined, beginning with the low. The majorweakness is caused by the brevity of the text and the limited coveragegiven to some important areas. As an example, the Statute of Limitationsin the Sales Article of the U.C.C. is covered in only three paragraphs.This is simply not enough to show the reader that the application of theStatute of Limitations is not nearly as simple as it seems. Does section 2-275 apply to all sales contracts? Does it apply to installment salescontracts and, if so, how? Doed it apply to products liability cases? 20These questions are never posed and consequently never answered.On the positive side, the text clearly explains how things work in thereal world. For example, the description of how checks are collected bybanks is particularly informative. This explanation and others are aidedby the frequent use of sample forms such as a check, endorsements, and amoney order. Also on the positive side, an Index of Forms and an Indexof Terms have been provided in addition to the usual Table of Cases,Table of Statutes, and General Index. These make the text more useful toboth the student and the attorney as they provide easier access to thedesired information. They do not, however, convert this text itself into aresearch tool because the text does not contain enough footnoting toparticular authorities. The novice can use the text to acquire a generalbackground and then, if faced with a problem involving an interpretationof the U.C.C., consult the Research Aids Chapter for the place to beginthe actual research. Another strong point of the work is the frequent useof factual examples to demonstrate the principles which have beendiscussed. Unfortunately some examples merely pose questions withoutattempting solutions, while others stick so closely to the cited case that20. See, e.g., Henszey, "Application of UCC Section 2-725 (Statute of Limitations) toProducts Liability Cases-Does It Make Sense", 9 U.C.C.L.J. 379 (1977); also see WmTE& SUMMERS, supra note 1, at 339-43.1977]5Brown: Introduction to Commercial Transactions by Robert Brauccher and RPublished by TU Law Digital Commons, 1977376 TULSA LAW JOURNAL [Vol. 13:371they fail to illustrate the point in doubt. Generally, however, the exam-ples do succeed in making the point clear.In conclusion, the authors have set out to write a text which willintroduce law students to commercial law, a subject which studentsregard as overwhelmingly difficult. The student who reads this textshould not be overwhelmed if he or she follows the instructions of theauthors. The text is readable and understandable. It is short enough so thestudent will actually complete reading it, and possibly re-read it. It willgive the student an understanding of how the law, particularly theU.C.C., works and how to study it.6Tulsa Law Review, Vol. 13 [1977], Iss. 2, Art. 10https://digitalcommons.law.utulsa.edu/tlr/vol13/iss2/10

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Introduction to Commercial Transactions by Robert Brauccher and Robert A. Reigert

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