As in the past, there were no significant developments or trends in the few decisions on conflict of laws points. The text of U.C.C. section 1-105, the Code's general choice-of-law provision, speaks comprehensively of "the transaction." Yet recent cases and a draft of the proposed Personal Property Leasing Act take an issue-oriented approach, thus giving the parties greater freedom to specify choice of law. Following the formulation in section 187 of the Restatement (Second) of the Conflict of Laws, the draft Leasing Act supports party choice in the absence of some significant forum policy that requires overriding that choice. In the consumer context, the Leasing Act draft, both in choice of law and in choice of forum, negates certain choice-of-law agreements in order to protect consumers from the inconvenience of a distant forum or strange rules of law. In cases considering commercial transactions involving banks, even when U.C.C. section 4-102(2) is not applicable, courts have adopted the law of the state in which the bank is located. Perhaps consideration should be given to whether both the Code and the proposed Leasing Act should also permit the parties to agree to be governed by the terms of a particular trade practice code, even though it is not, as such, the law of any particular jurisdiction.
Fairfax Leary, Jr. & David Frisch, U.C.C. Survey: General Provisions, Bulk Transfers, and Documents of Title, 40 Bus. Law. 1457 (1985).