Okla. Stat. tit. 12A § 1-301
Okla. Stat. tit. 12A, § 1-301
Oklahoma Code Comment
The uniform text of section 1-301 does several things. First, in a domestic transaction it would give the parties complete autonomy to select the law of any state whether or not the transaction bore a relation to that state. Thus, if the parties to a contract under the UCC were in a state that had little law on an issue, they could select the law of a state that did, even if the transaction had no relation to that state. This presented little risk given that all states have the UCC. Second, to protect a consumer party to a transaction under the UCC, remembering that the updated UCC contains a number of consumer protections, uniform section 1-301 provides limits on the autonomy of parties to select the law of any state.
Oklahoma did not enact the uniform text of section 1-301 but instead retained the text of old section 1-105 , moving it to revised section 1-301 . There was opposition to the text of uniform section 1-301 which, though largely unfounded, was nonetheless an impediment to enactment. Moreover, little was lost by not enacting the text of uniform section 1-301 since all states have the UCC and under revised section 1-301(a)(3) (old section 1-102(2)(c) ) a case from another jurisdiction interpreting the UCC has enhanced precedential value in Oklahoma. In addition, Oklahoma enacted the consumer protections in various Articles of the UCC and thus it would be unlikely an Oklahoma court would uphold a choice of the law of a state that did not, as against the clear policy of the Oklahoma legislature as evidenced in the Oklahoma statutes. See, e.g., 15 Okla. Stat. section 211, and also the Oklahoma Uniform Consumer Credit Code (14A Okla. Stat. sections 1-201 and 1-201A ).
Since revised section 1-301 as enacted in Oklahoma represents no substantive change from old section 1-105 , the original Oklahoma Comment, as updated and edited below, remains valid:
Prior to the UCC there was no clearly established Oklahoma law on these issues, although there was an indication in one U.S. Court of Appeals case, applying Oklahoma law, that if the parties intend to be bound by the law of some state, other than the state in which the contract was made, their intention controls. Consolidated Flour Mills Co. v. File Bros. Wholesale Co., 110 F.2d 926 (C.A. 1940).
The provisions providing that the UCC applies to transactions bearing an "appropriate relation" to this state originated with the UCC, and probably changed the law in Oklahoma. This parallels the broader movement from a situs- based choice of law analysis for contract issues to the more analytical "significant relationship" approach of the Second Restatement. Previously the conflict of law rules most frequently applied in commercial transactions in Oklahoma could be summarized as follows: All matters bearing upon the execution, interpretation and validity of a contract were determined by the law of the state in which the contract was made. See, e.g., Wagner v. Minnie Harvester Co., 25 Okl. 558, 106 P. 969 (1910); and Pace v. National Bank of Commerce of Tulsa, 190 Okl. 503, 125 P.2d 178 (1942). But questions of performance were governed by the place of performance, and the remedy was governed by the place where suit was brought. See Monahan v. Mutual Life ins. Co. of New York, D.C., 26 F.Supp. 859 (1939), affirmed 108 F.2d 841.
See also the Oklahoma Code Comment to revised section 1-102 .
Note that some of the cases annotated under old section 1-105 need to be examined with care because they may be superseded. To illustrate, Utica Nat. Bank and Trust Co. v. Associated Producers Co., 622 P.2d 1061 (Okla. 1980), which held the law of the state where the collateral is located at the time of a secured transaction is the governing law is partially superseded by revised Article 9, at 12A Okla. Stat. section 1-9-301 .
Note also that, like the rest of Article 1, revised section 1-301 only applies to transactions governed by the UCC. Thus, for example, it is generally not applicable to tort law. Mills v. Hoflich, 326 F.Supp. 95 (W.D. Okla. 1971), aff'd, 465 F.2d 29 (10th Cir. 1972). But see Oklahoma Comment to revised section 1-102 .