Vanderbilt Law Review

First Page



The most important development in conflict of laws for many years is the enactment of the conflict of laws provisions of the Uniform Commercial Code.' In adopting these provisions the General Assembly did much more than to fix the law for the specific matters covered, important though these are. The General Assembly rejected one widely urged method of choice of law, and it prescribed a wholly different one. It rejected the old vested rights theory which calls for the use of the law of the place of the last element of a transaction to govern the case, as, the place of acceptance of an offer to govern the validity of a contract and the place of injury to govern a tort. The Code pushes aside these technical connections. In their place it employs business connections to identify the state whose law is to be used, that is, the place of a thing, the business headquarters of a person, the state on which the parties agree, and when other connections fail of application then "an appropriate relation."