“Perfect, Tender”

So tender your instrument,
And I tender mine…

“Perfect, Tender” is a love poem grounded in — what else? — the Uniform Commercial Code (UCC). Helpfully footnoted for your wooing pleasure.

Big business looks hither,
Whether merging for life,
Or dealing more briefly:
“Fifty widgets, tonight.”

Though their tears come as filings –
Through dividends, glee –
Corporations are people, too.
Need love? UCC!

Age-old disagreements,
Foibles, troubles and pain
Are here laid out cleanly,
Solved, numbered and plain.

From involving third parties,1
To morning-after remorse,2
All once-taboo subjects3
Now par for the course.

      1 - See generally, U.C.C. §§ 9-401 et seq.
      2 – § 2-513. Buyer’s Right to Inspection of Goods.
      3 - e.g., infidelity. See § 2-614. Substituted Performance.

New lovers can bargain4
Perhaps do a deal,5
And if either should breach,6
Their remedies are real.7

      4 – § 3-202. Negotiation Subject to Rescission.
      5 – § 2-204. Formation in General.
      6 – § 3-502. Dishonor.
      7 – § 9-625. Remedies for Secured Party’s Failure to Comply With Article.

My past contracts have crumbled,
Though I did not breach,8
I had accepted those goods,
Without assurance from each.9

      8 – § 2-610. Anticipatory Repudiation.
      9 – § 2-609. Right to Adequate Assurance of Performance.

Now older and wiser,
Perhaps overdue,10
I turn to the Code,
And use it on you.

      10 – § 3-304. Overdue Instrument.

But how shall I take you,
As a sale11 or a lease?12
Nay! A security interest,13
Brings domestic peace.

      11 – See generally U.C.C. Article 2.
      12 – See generally U.C.C. Article 2A.
      13 – See generally U.C.C. Article 9.

Perfect by attachment,14
Or just by control,15
Accept by performance16
With dirty parol.17

      14 – § 9-309. Security Interest Perfected Upon Attachment.
      15 – § 9-314. Perfection by Control.
      16 – § 2-206. Offer and Acceptance in Formation of Contract.
      17 – § 2-202. Final Written Expression: Parol or Extrinsic Evidence.

So tender your instrument,
And I tender mine,
Tender is perfect;18
Satisfaction, divine.19

      18 – § 2-601. Buyer’s Rights on Improper Delivery.
      19 – § 3-311. Accord and Satisfaction by Use of Instrument.

If this Code governs business
For the “too big to fail”
Why not let it help you,
Find love, or some tail?20

      20 – Fee tail.

Leave a Reply

Your email address will not be published. Required fields are marked *

You may use these HTML tags and attributes: <a href="" title=""> <abbr title=""> <acronym title=""> <b> <blockquote cite=""> <cite> <code> <del datetime=""> <em> <i> <q cite=""> <strike> <strong>