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This Article proceeds as follows. Part I briefly surveys prevailing ideas about the social costs of complexity and identifies additional costs that have escaped the attention of earlier commentators. The aim is to demonstrate why reducing the complexity of the commercial law system matters. Part II describes three legislative responses-two already enacted ·and one proposed- representing efforts to mediate the tension between the need for precise regulation and the generation of overly complex rules that often results. Part III provides a closer examination of these legislative responses and demonstrates that, taken together, they create an opportunity for the implementation of two strategies that may help to simplify the law by reconceptualizing its structure in a way that can be termed "minimalist." Part IV illustrates the application of these strategies by concrete examples demonstrating the benefits to be realized by their adoption.

This Article focuses on the commercial law context. While transition issues have previously received scant attention, this area of the law is proceeding at an accelerating rate, making transition policy crucially important at this time. In particular, this Article will consider the plausibility and implications of a retroactivity norm in the commercial law context by examining the recent revisions and amendments to Articles 1 and 2 of the Code. Two claims will be advanced: The incentive-based analysis of retroactivity issues in other contexts does not necessarily comport with the realities of commercial law, and consideration of both expectations and incentives demonstrates that commercial law is more amenable to a rule-by-rule application of the retroactivity norm. Part I will briefly examine the consequentialist framework that undergirds modern attempts to deal with the problems of legal transitions and will explain why this approach is insufficient to shape a universal norm regarding the retroactivity of commercial law reform. The discussion will demonstrate why an incentive-based analysis is subject to particular criticism with respect to certain subsets of commercial law rules, without attempting to evaluate the overall merits of the "new" view. Part II will describe in summary form judicial decisions that have filled the voids left by legislation silent as to transition matters. It will also describe the ways in which the drafters of the Code have, over the years, responded to the problem of retroactivity. Part Ill will first recount the traditional reliance- or expectations-based rationale for transition policy. It will then examine and explain, within the context of U.C.C. Articles 1 and 2, when parties would rationally and predictably rely on the law and when they would not, as a means of demonstrating why reliance-based policy may at times be undesirable in commercial law contexts. It will then put forth a proposed framework for determining the retroactive applicability of commercial law changes. Finally, Part IV will test the soundness of the proposed framework by applying it to four examples of official changes in the Code, in order to conclude that specific outcomes should dictate when changes in commercial law should be applied retroactively and when they should not. This approach is what this Article refers to as "rational retroactivity."

This Article develops a model of judicial behavior that rests on the idea that a judge's decision is a function of her attitudes and role orientations and these, in turn, are heavily influenced by her law school education. The result is an intellectual stubbornness that may lead judges to reject not only optional innovations that may present themselves, but may also cause them to construe mandatory provisions as if no change had occurred. This model and the Convention on the International Sale of Goods illustrate situations in which the emerging international commercial code may play an important role in the development of domestic law. Although it has been accepted that international instruments have the potential to help shape the law on a domestic level, this phenomenon has only been discussed in the context of legislation. However, these instruments may also exert an influence on the behavior of judges greater than is commonly supposed. For it is surely the case that, in creating a new legal environment for decision making, international instruments are bound to mediate existing intellectual habits and encourage experimentation and growth in cases without an international character. An effort to ensure a clear understanding of this sort would count as one among a wide range of steps to build a framework within which international law can develop without unexpectedly disturbing the domestic legal system.

This Article describes the congruities and incongruities of applying a purposive interpretation to Code provisions. We intend nothing provocative; indeed, it would be provocative to suggest that a living organism such as the UCC should be applied in a manner inconsiderate of its "purpose." Our object is to come to terms with the sources of purpose. What is it that counsel, courts, and transactors, for that matter, need in order to discern the law's reason that will determine their bargain, their rights when the bargain fails? In Part II of this Article, we focus on section 1-102 of the Code, which establishes the prominence of purpose and policy in the construction and application of the UCC. A survey of pertinent history puts the findings of our empirical study into perspective. Then, in Part III, we examine the sources of "purposive" analysis (other than 1-102) that inform Code practice. We also come to terms with the role of "legislative history," including the official comments to the Code. Part IV provides a foundation for a critique of reliance on the official commentary. After describing the Code drafting process and considering analogous sources of official commentary, we conclude that the comments are a dubious source of legislative purpose. Ultimately, you might conclude that the UCC comments, though dressed-up, are attired no better than the notorious Emperor.

This Article takes account of the forces that shape revisions of the commercial law and notes the relationship between those forces and the tenor of the resulting codification; Part II peruses Scott's thesis. It responds to his criticism of the UCC drafting and revision processes and describes how uniform commercial law Jurisprudence reveals the incongruities in his analysis. Part III tests Scott's conclusions about private legislatures by considering the realist Jurisprudence of the UCC and compares the UCC's "private legislature" (PL) commercial law to the commercial- law product of a "public legislature," the Bankruptcy Code promulgated by the United States Congress. Part IV focuses on the aspects of the Article 9 revision that Scott used to illustrate the operation of the Schwartz and Scott thesis-the filing system, purchase money security interests, and proceeds of collateral.