VANDERBILT UNIVERSITY SCHOOL OF LAW

Jennifer S. Martin Professor of Law St. Thomas University School of Law 16401 NW 37th Ave. Miami Gardens, FL 33054 (305) 474-2420 (office) http://ssrn...
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Jennifer S. Martin Professor of Law St. Thomas University School of Law 16401 NW 37th Ave. Miami Gardens, FL 33054 (305) 474-2420 (office) http://ssrn.com/author=362174 http://ucclaw.blogspot.com Education: VANDERBILT UNIVERSITY SCHOOL OF LAW J.D. Degree 1993. Patrick Wilson Scholar. Authorities Editor, Vand. J. Transnat'l L. Recipient of the G. Scott Briggs Transnational Legal Studies Award. Research Assistant for Prof. Jonathan Charney. Pace Environmental Moot Court Team. American Jurisprudence Award: Family Law. UNIVERSITY OF NEVADA, LAS VEGAS B.S., Bus. Admin., with honors, Dec. 1988. Accounting major. Graduate with honors from the University Honors Program. Student Body Vice President. Teaching Positions: ST. THOMAS UNIVERSITY SCHOOL OF LAW (AUGUST 2010 –PRESENT) Professor of Law Classes: Contracts; Commercial Law Survey; Payment Systems; Business Associations UNIVERSITY OF OREGON SCHOOL OF LAW (August 2009-May 2010) Visiting Associate Professor of Law Classes: Contracts (including Sales); Int’l Sales; Business Associations UNIVERSITY OF SAN DIEGO SCHOOL OF LAW (Summer 2009) Visiting Professor Moscow Institute, Moscow, Russia Class: Transactions in Emerging Markets WESTERN NEW ENGLAND COLLEGE SCHOOL OF LAW (Jan. 2002 – September 2008) Associate Professor of Law (promoted from Assistant to Associate beginning Fall 2003) Classes taught: Sales; Contracts; Payment Systems; Secured Transactions; Business Organizations; International Business Transactions; Business Planning (Non-Profit Corporations) Other Visiting Positions: University of Louisville Louis D. Brandeis School of Law (July 2008-June 2009) University of Pittsburgh School of Law (July 2007-June 2008) New England School of Law (Aug. 2003-May 2004) NORTHERN KENTUCKY UNIVERSITY, CHASE COLLEGE OF LAW (Aug. 1998-Dec. 2001) Assistant Professor Classes taught: Contracts; UCC: Payment Systems; UCC: Sales and Secured Transactions; Corporations; Securities Regulation; Gender and the Law; Introduction to Legal Studies.

Practice Positions: CENTERPOINT ENERGY, INC. (FORMERLY RELIANT ENERGY), HOUSTON, TX Nov. 1997 - July 1998 Principal Attorney Primary responsibility for providing legal support in connection with foreign and domestic electric power generation transmission and distribution business development efforts. Drafted and negotiated corporate documents and agreements. BAKER & BOTTS, L.L.P., DALLAS/HOUSTON, TX May 1993 - Nov. 1997 Associate Corporate Department (International Practice Group) Extensive and broad-based experience in domestic and international corporate transactional practice, including registered public offerings and private placements of exempt securities. Acted as senior associate in numerous mergers and acquisitions/divestitures, including both stock and asset transactions, representing both domestic and foreign buyers and sellers. Drafted prospectuses, and private placement memoranda. Drafted and negotiated underwriting documents, acquisition agreements and other corporate documents and agreements. Represented public and privately held companies in numerous general corporate matters. Prepared organizational documents for incorporation of both domestic and foreign corporations. Legal Writings: Book chapters Chapter 4A, Implied Warranties of Merchantability and Fitness for a Particular Purpose, COMMERCIAL AND CONSUMER WARRANTIES (2013 revision) Chapter 4B, Rival Strategies for Disclaiming or Limiting Implied Warranties Under the U.C.C., COMMERCIAL AND CONSUMER WARRANTIES (2013 revision) Chapter 4C, Non-U.C.C. Restrictions on Disclaimers of Implied Warranties, CONSUMER WARRANTIES (2013 revision)

COMMERCIAL AND

Chapter 7, Warranty of Repair and Replacement, COMMERCIAL AND CONSUMER WARRANTIES (2013 revision) Chapter 7A, New Car Lemon Laws, COMMERCIAL AND CONSUMER WARRANTIES (2013 revision) Chapter 7B, Used Car Lemon Laws, COMMERCIAL AND CONSUMER WARRANTIES (2013 revision) Chapter 11, Notices, COMMERCIAL AND CONSUMER WARRANTIES (2012 and 2013 revisions) Chapter 12, Warranties and the Battle of the Forms, COMMERCIAL AND CONSUMER WARRANTIES (2012 revision) Chapter 13, Implied Warranties of Quality and Fitness in the Sale of Residential Property, COMMERCIAL AND CONSUMER WARRANTIES (2012 revision) Chapter 16, Advising the Dissatisfied Buyer, COMMERCIAL AND CONSUMER WARRANTIES (2012 revision)

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Chapter 17, Advising the Seller Accused of Breach, COMMERCIAL AND CONSUMER WARRANTIES (2012 revision) Chapter 18, Informal Dispute Settlement Procedures and Administrative Remedies in Consumer Cases, COMMERCIAL AND CONSUMER WARRANTIES (2012and 2013 revisions) Chapter 19, The Impact of Bankruptcy on Warranty Obligations, COMMERCIAL AND CONSUMER WARRANTIES (2012 revision) Chapter 20, The Relationship of Warranty and Unfair and Deceptive Acts and Practices (UDAP) Claims, COMMERCIAL AND CONSUMER WARRANTIES (2012 revision) Chapter 3, Contract Theory, LENDER LIABILITY LAW AND LITIGATION (2011) Chapter 4, Good Faith and Fair Dealing in Commercial Lending Transactions: Good Faith Theories, LENDER LIABILITY LAW AND LITIGATION (2010) Chapter 22, Use of Alternative Dispute Resolution and Jury Waiver Clauses in the Context of Lender Liability, LENDER LIABILITY LAW AND LITIGATION (2011) Articles

Introduction to Symposium on Contracts, 27 ST. THOMAS L. REV. (forthcoming 2014). Economic Loss Challenges in Article 2 Transactions (work-in-progress) Uniform Commercial Code Survey: Introduction, 69 BUS. LAW. (2013) (with Friedman and Marks) Uniform Commercial Code Survey: Sales of Goods, 69 BUS. LAW. (forthcoming 2013)

Electing Revocation of Acceptance as a Remedy: Pitfalls for Buyers That Preclude Return of Defective Goods, 28-6 COMMERCIAL DAMAGES REPORTER 1 (2013) The Repo Man Did What? A Secured Creditor’s Article 9 Right to Repossess Collateral and When Lenders Have Liability for Repossessions Gone Awry, 28-5 COMMERCIAL DAMAGES REPORTER 1 (2013) Uniform Commercial Code Survey: Introduction, 68 BUS. LAW. 1171 (2013) (with Hakes and Friedman) Uniform Commercial Code Survey: Sales of Goods, 68 BUS. LAW. 1173 (2013) Applying Economic Loss Doctrine to Article 2 Transaction: A Doctrine at a Loss, 25 ST. THOMAS L. REV. 19 (2012). Does Article 2 Inform CISG Damages?, 27-7 COMMERCIAL DAMAGES REPORTER 1 (2012) The Twilight of Tort? How the Economic Loss Rule Redirects Claimants to Commercial Remedies in Article 2 Transactions, 27-3 COMMERCIAL DAMAGES REPORTER 1 (2012) Uniform Commercial Code Survey: Introduction, 67 BUS. LAW. 1225 (2012) (with Hakes and Friedman)

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Uniform Commercial Code Survey: Sales of Goods, 67 BUS. LAW. 1227 (2012) Uniform Commercial Code Survey: Sales of Goods, 66 BUS. LAW. 1083 (2011) Alternatives "A" and "B": Debtor Names Under Revised UCC Section 9-503, 2011 Emerging Issues 5993 (Lexis 2011) Enforcement of Intercreditor Agreements in Recent Disputes Among Creditors in Bankruptcy, 2011 Emerging Issues 5786 (Lexis 2011) Economic Loss Rule Precludes Recovery in Tort for Economic Losses Arising from Sale of Goods Governed by UCC Article 2, 2011 Emerging Issues 5742 (Lexis 2011) Uniform Commercial Code Survey: Sales of Goods, 65 BUS. LAW. 1211 (2010) Fighting Piracy with Private Security Forces: When Contract Law Should Tell Parties to Walk the Plank, 59 AMERICAN L. REV. 1363 (2010). The Federal Reserve’s New Rules on Gift Cards Promulgated Pursuant to the CARD Act, 2010 Emerging Issues 4908 (Lexis Mar. 2010) New Federal Rules Require Customers to Opt-In to Overdraft Services, 2010 Emerging Issues 4841 (Lexis Jan. 2010) Debit Cards, Banks and Consumers: Why We Need Enhanced Federal Regulations, 29 BANKING & FINANCIAL SERVICES POLICY REPORT 1(Aspen 2010) Professor Jennifer S. Martin on the Proposed Consumer Financial Protection Agency, 2009 Emerging Issues 4627 (Lexis Nov. 2009) What You Should Know About the Debit Card in Your Wallet: Where the Federal Reserve’s New Overdraft Rules May Fall Short , THE LYDIAN PAYMENTS J. (December 2009) University of Memphis Law Review Spring Symposium, Rethinking the U.S. Regulatory Structure Governing Financial Institutions: 21st Century Solutions for a 21st Century Marketplace; How Your $4 Coffee Can Cost You $39 Or More If You Use Your Debit Card! Federal Level Consumer Protection for Modern Payments Transactions, 39 MEMPHIS L. REV. 806 (2009) Uniform Commercial Code Survey: Sales of Goods, 64 BUS. LAW. (2009) 1167 (with Robyn L. Meadows) Adapting UCC § 2-615 Excuse for Civilian Contractors Deploying with the Military, 61 FLA. L. REV. 99 (2009) Uniform Commercial Code Survey: Sales of Goods, 63 BUS. LAW. 1285 (2008) (with Robyn L. Meadows) New England School of Law Symposium, Modern Warfare: The Role of the Non State Actor, Contracting for Wartime Actors: The Limits of the Contract Paradigm, 14 NEW ENG. J. INT’L COMP. L. 11 (2007) House of Mouse and Beyond: Assessing the SEC’s Efforts To Regulate Executive Compensation, 32 DELAWARE J. CORP. L. 481 (2007)

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An Emerging Worldwide Standard for Protections of Consumers in the Sale of Goods: Did We Miss an Opportunity with Revised UCC Article 2?, 41 TEX. INT’L L. J.223 (2006) Western New England College School of Law Symposium, State v. Oakley, Coercive Abortions and Criminalizing the Birth of Children: Some Thoughts on the Impact on Women of State v. Oakley, 26 W. NEW ENG. L. REV. 67 (2004) Co-Author: VEBAs, Welfare Plans, and Sec. 419A(f)(6): Is the IRS Trying to Regulate or Spread Propaganda?, 32 SOUTHWESTERN L. REV. 1 (2003) Consistency in Judicial Interpretation? A Look at CERCLA Parent Company and Shareholder Liability After United States v. Bestfoods, 17 GEORGIA STATE L. REV. 410 (2000) Initiating and Responding to Subpoenas, Depositions and Other Discovery in Transnational Litigation, 66 TEN. L. REV. 765 (1999) Equal Protection and the Use of Protest Letters in Parole Proceedings: A Particular Dilemma for Battered Women Inmates, 27 SETON HALL L. REV. 33 (1996) Transnational Responsibility and Recourse for Ozone Depletion, 19 B.C. INT’L & COMP. L. REV. 259 (1996) Co-Author: Enforcing Foreign Judgments in Texas, 11 TEX. TRANSNAT'L Q. 1 (March 1995) Co-Author: Rights of Parties to Choose Law/Forum Non Conveniens, TEX. BUS. LEGISL. UPDATE (1993) Student Note, Forgotten Promises: The Treaty of Waitangi, 25 VAND. J. TRANSNAT'L L. 681 (1992) Electronic Publications: Computer-Assisted Legal Instruction (CALI) lessons in contract and commercial law: Agreements Lacking Consideration: Past Consideration and Moral Obligation (2009) Agreements Lacking Consideration: Gift Promises (2007) Acceptance (2004) Battle of the Forms (UCC 2-207) (2005) Bilateral and Unilateral Contracts (2004) CISG Basics: Scope and Interpretation (2009) CISG Basics: Formation (2010) CISG Basics: Performance (2010) CISG Basics: Remedies (forthcoming 2012) Consideration: The Basics of Consideration and the Bargain Theory (2004) Credit Card Basics (2012)

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Debit Card Basics (2012) Duration of Offers (2003) Excuse Doctrine: Impossibility, Frustration of Purpose and Impracticability (2011) Express and Implied Contracts (2003) Formation of Contracts Under UCC Article 2 (2005) Indefiniteness (2004) Invitations to Negotiate and other Expressions that are not Offers (2003) Letters of Credit: Disputes (2014) Letters of Credit: Exploring the Documents (2013) Letters of Intent and Other Formal Preliminary Agreements (2004) Mailbox Rule (2004) Mutual Assent (2003) Offer (2003) Option Contracts and Firm Offers (2004) Risk of Loss (2011) Written Agreement Contemplated v. Written Memorialization (2004) Warranties (2002) Implied Terms (2002) Interpretation (2002) Good Faith (2002) Online Activities: Founder and contributor: Commercial Law weblog at http://ucclaw.blogspot.com/ Presentations: Speaker, International Conference on Contracts, Applying Economic Loss Doctrine to Article 2 Transaction: A Doctrine at a Loss (February 2013) Speaker, CALI Annual Conference “ELangdell Casebook Project: An Update” (June 2011) Speaker, ABA Business Law Section Annual Meeting, “A Look at UCC 1-103(b) Through the Lens of Article 2: A Practice of Liberal Supplementation or Exclusion?” (April 2011)

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Speaker, AALS International Contracts Conference, “Contracting for the Use of Force: Using Contract Doctrine to Hold Private Security Contractors Accountable for Breach” (February 2011) Speaker, American Law Review Symposium on Fighting Piracy, “Fighting Piracy with Private Security Forces: When Contract Law Should Tell Parties to Walk the Plank” (March 2010) Speaker, AALS International Contracts Conference, “Fighting Piracy with Private Security Forces: When Contract Law Should Tell Parties to Walk the Plank” (February 2010) Speaker, University of Memphis Law Review Spring Symposium, Rethinking the U.S. Regulatory Structure Governing Financial Institutions: 21st Century Solutions for a 21st Century Marketplace; “How Your $4 Coffee Can Cost You $39 Or More If You Use Your Debit Card! Federal Level Consumer Protection for Modern Payments Transactions” (March 2009) Speaker, Cleveland-Marshall College of Law Faculty Luncheon Series, “Impracticability Under UCC 2615 for Wartime Contracts” (September 2008) Speaker, University of Pittsburgh Spring Faculty Colloquium, “Impracticability Under UCC 2-615 for Wartime Contracts” (May 2008) Speaker, AALS International Contracts Conference, “Rethinking Impracticability Under UCC 2-615 for Wartime Contracts” (February 2008) Speaker, Oxford Round Table, Global Migration: “The Role of the Board in a Migratory World” (July 2007) Speaker, AALS Spring Contracts Conference, “Using Technology in the Teaching of Contracts” (February 2007) Speaker, New England School of Law Symposium, Modern Warfare: The Role of the Non State Actor: “Contracting for Wartime Actors” (February 2007) Speaker, Junior Faculty Exchange: “The Decline of State Law Primacy Over Corporate Governance” (October 2006) Speaker, AALS Spring Contracts Conference: The Diversity of Contract Law: “An Emerging Worldwide Standard for Protections of Consumers in the Sale of Goods: Did We Miss an Opportunity with Revised UCC Article 2?” (February 2006) Speaker, WNEC Faculty Forum: “An Emerging Worldwide Standard for Protections of Consumers in the Sale of Goods: Did We Miss an Opportunity with Revised UCC Article 2?” (September 2005) Speaker, WNEC Faculty Forum: VEBAs, Welfare Plans, and Sec. 419A(f)(6): Is the IRS Trying to Regulate or Spread Propaganda? (October 2002) Speaker, Chase Faculty Forum: Consistency in Judicial Interpretation? A Look at CERCLA Parent Company and Shareholder Liability After United States v. Bestfoods (Fall 2000) Speaker, Southeastern Conference of the AALS Annual Meeting: Young Scholars Workshops, Consistency in Judicial Interpretation? A Look at CERCLA Parent Company and Shareholder Liability After United States v. Bestfoods (August 2000) Speaker, Southeastern Conference of the AALS Annual Meeting: Young Scholars Workshops, The Need for Legislative Reform in International Adoptions (July 20, 1999)

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Speaker, University of Texas School of Law, Advanced International Law Institute Conference: Advising Clients in Trouble, Initiating and Responding to Discovery in Transnational Litigation: Procedures and Challenges (April 16, 1999) Professional Associations and Service: CALI, Board of Directors (2009-2014) - Vice President, Board of Directors (2014-current) Chair, 9th International Conference on Contracts Fellow, Institute for Contract Law & Scholarship Editor, Annual Survey of UCC Law, UCC Committee of the ABA Section on Business Law - Primary Editor of ABA Annual Surveys on Secured Transactions and CISG Executive Committee, Contracts Section, American Association of Law Schools (AALS) National Association of Women Lawyers (Committee Chair/Administrator for Selma Moidel Student Writing Competition) 2006-present. State Bar of Texas (International Law Section). American Bar Association (Business Law Section). Admitted to the practice in the courts of Texas, and the Fifth Circuit.

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