Vol 7 No 1 - Roger Williams University School of Law

powers going well beyond the UNIDROIT rules.88The combination of the assent rules of UCITA (which find abinding agreement at the slightest click of a mouse) and thepolicing rules which do not give adequate oversight againstoverreaching led to passage of the following sense-of-the-housemotion at the 1998 ALI Annual Meeting discussion on Article 2B(UCITA’s precursor): “The current draft of proposed UCC Article2B has not reached an acceptable balance in its provisionsconcerning assent to standard form records [§§2B-111, 2B-203,2B-207, 2B-208, and 2B-304] and should be returned to theDrafting Committee for fundamental revision of the severalrelated sections governing assent.”89 Of course, membership ofthe ALI never evaluated the final act (renamed UCITA) againstthis motion to police compliance with its wishes as a result of thedisengagement of the ALI from the process in the spring of 1999.Consumer TransactionsThe third area of controversy with potential relevance to theCISG debate involves coverage of consumer transactions withinthe CISG. The need to cover consumer as well as commercialtransactions under one international legal rubric stems from animportant feature of electronic commerce: on the Internet, theretail and wholesale markets converge, and the ability todistinguish between consumers and merchants diminishes. Werethe CISG to cover consumer transactions, there wouldundoubtedly be both the risk that the CISG would undermineexisting consumer protection under national laws, and the riskthat pressure would be brought in the revision process to dealwith consumer protection in the convention itself (a very difficulttask given the disparate nature of consumer protection regimesaround the world). In the drafting of UCITA, consumer protectionwas a significant area of concern,90 sparking opposition by, among88. See infra notes 93-104.89. Braucher & Linzer, supra note 26.90. See, e.g., Ajay Ayyappan, UCITA: Uniformity at the Price of Fairness?, 69Fordham L. Rev. 2471 (2001) (discussing the warranty provisions of UCITA and theirimpact on fairness); Christopher T. Poggi, Electronic Commerce Legislation: AnAnalysis of European and American Approaches to Contract Formation, 41 Va. J. Int’lL. 224 (2000) (urging efforts to develop international conventions on electroniccommerce, particularly in the consumer area, but noting that U.S. proposals such asUCITA are “far from uncontroversial”); Michael L. Rustad, Making UCITA More