In recognition of the beginning of Passover at sunset tomorrow, today's post reprises this post from 2015:

The Jewish holiday of Passover begins at sundown this evening [In 2025, Passover begins on April 12]. In preparation for Passover, observant Jews must dispose of absolutely all chametz,which is basically any food that is made with grain and water that has been allowed to leaven (rise). One way to dispose of chametz, which is also spelt chometz, is to sell it to a non-Jew and then buy it back after the holiday. Under this option, the parties enter into an actual written contract.

Thus, I began wondering about the secular legal implications of these contracts. I could find only a handful of U.S. cases that even mention chametz, and all of those cases involved prisoner complaints about being fed chametz. Nonetheless, it is possible that disputes could arise. For example, who bears the risk of loss if the chametz is destroyed in a fire or other calamity? What if one party fails to perform?

It seems to me that the sales of chametz are governed by, among other things, Division 2 of the California Commercial Code. Under Section 2102 provides that Division 2 applies to transactions in goods. Section 2105 defines "goods", with certain exceptions, as all things (including specially manufactured goods) which are movable at the time of identification of the contract for sale. Most items of chametz (bread, beer, cookies, etc.) clearly fit within this definition. See, e.g., Webster v. Blue Ship Tea Room, Inc., 347 Mass. 421,198 N.E.2d 309 (1964) (applying the UCC to fish chowder).

You can watch Israel's Prime Minister Benjamin Netanyahu sell all of the State of Israel's chametz here. It is unlikely, however, that the contract included a California choice of law provision.

China Based Company Proposes Reincorporation In Nevada

DExit continued this week with the filing of a preliminary information statement by Baiyu Holdings, Inc., a company based in Shenzhen, Guangdong, China. Baiyu believes that moving to Nevada will reduce the risk of unmeritorious litigation:

The increasing frequency of claims and litigation in Delaware brought by financially-interested law firms against corporations and their directors and officers creates unnecessary distraction and costs for businesses, especially businesses in competitive and innovative industries. The absence of statutory bright-line standards in Delaware for transactions that may involve a controlling stockholder has encouraged law firms to test new theories of liability and broaden the definition of who is in control, what transactions should be deemed conflicted and how strict the standards should be for cleansing such transactions.