Vol 7 No 1 - Roger Williams University School of Law

decision could not be clearer. Following the withdrawal of the ALIfrom the process, the three ALI members of the draftingcommittee were asked to remain as advisors, but declined, citing“a number of underlying concerns including matters of substance,process, and product:”In terms of product, the draft has, in attempting toaddress numerous concerns of affected constituencies,progressively moved away from articulating sufficientand generally applicable default rules towardestablishing increasingly particular and detailed rules.In so doing, the draft sacrificed the flexibility necessary toaccommodate continuing fast-paced changes intechnology, distribution, and contracting. In terms ofprocess, the guiding principle appeared to be theConference’s desire to expedite approval and commencehttp://www.ali.org/ali/R2103_Art2b.htm (last visited Sept. 8, 2001); see also Geoffrey C.Hazard, Jr., Report of the Director, Address Before the American Law Institute (May1999), in 76 A.L.I. Proc. 11 (2000), available at http://www.ali.org/AR99_director.htm(last visited Sept. 8, 2001) (“There has been great difficulty in arriving at a suitabledefinition of the scope of the provisions aimed at licensing and some differencesconcerning the provisions on electronic contracting.”); Letter from Geoffrey C. Hazard,Jr., Director of the ALI, to Gene N. Lebrun, President of the NCCUSL, and Charles A.Wright, President of the ALI (Mar. 26, 1998), athttp://www.2bguide.com/docs/ghmar98.html (last visited Sept. 8, 2001) (stating thatthe text “needs significant revision” and expressing concerns regarding scope,architecture, clarity of expression, relation to other law, electronic contracting, andother controversial issues); Memorandum from Geoffrey C. Hazard, Jr., et. al., toDrafting Committee on Uniform Commercial Code Article 2B-Licenses, July 1998Draft: Suggested Changes (Oct. 9, 1998), available athttp://www.2bguide.com/docs/gch1098.pdf (making suggestions: scope too broad; needto cover all access contracts questionable; post-contract assent provisions not trueassent; contract formation provisions should be drafted by an appropriate group “thatconsiders these matters in broader context” than Article 2B); Memorandum from DavidA. Rice, ALI Drafting Committee Member, to Article 2B Drafting Committee (Mar. 18,1998), available at http://www.2bguide.com/docs/ricemar.html (last visited Sept. 8,2001) (commenting and proposing changes to Article 2B); Memorandum from David A.Rice to ALI Council Subcommittee on Article 2B, Critical Considerations Concerningthe Readiness of Article 2B (Mar. 17, 1998), available athttp://www.2bguide.com/docs/ricemar.html#alic (last visited Nov. 17, 2001);Memorandum from Amelia H. Boss, et al., to UCC2B Drafting Committee andRaymond T. Nimmer (Nov. 4, 1996), available at www.2bguide.com/docs/polmem.html(last visited Setp. 8, 2001) (proposing policy issues for resolution). Some took greatoffense at the ALI’s criticism of Article 2B, reducing the debate to (anonymous) adhominem attacks. See A Firefly on the Wall: The UCC2B Experience, available athttp://www.2bguide.com/docs/afotw.html (last visited Sept. 8, 2001) (responding toGeoffrey Hazard’s comments made at the meeting).