Abstract

     In May 2003, Article 2 of the Uniform Commercial Code was revised to facilitate electronic contracting for the sale of goods. It now allows a contract to be formed by the interaction of two pre- programmed computers, even though no individual was aware of it. This article will examine apparent anomalies created by combining the new electronic contracting provisions with the surviving provisions of Article 2 and emphasize the need to provide contracting parties with the opportunity for human intervention before the contract is formed. After introducing the new provisions and the potential problems it creates, the article proceeds to analyze whether allowing contracting between computers comports with the long- standing notion of contractual intent. In addition, the new provisions are analyzed under Article 2’s provisions relating to parol evidence, output and requirements contracts, and waivers and modifications. The focus then turns to whether the current common law doctrines of fraud and mistake afford any relief from contracts formed between preprogrammed computers. Lastly, the conclusion offers remedial measures in order to avoid the seemingly unintentional effects predicted by this article.