Refrigeration Sales does not argue that the limitation-of-claims clause is unconscionable or otherwise unenforceable. It could not so argue in the face of section 7-204(3) of the Uniform Commercial Code ("Reasonable provisions as to the time . . . of . . . instituting actions based on the bailment may be included in the warehouse receipt . . ."), as it has been construed in the cases (one from Illinois). See Strom Int'l, Ltd. v. Spar Warehouse Distributors, Inc., 69 Ill. App.3d 696, 26 Ill.Dec. 484, 388 N.E.2d 108 (1979); Phillips Bros. v. Locust Industries, Inc., 760 F.2d 523, 526 (4th Cir. 1985); Amenip Corp. v. Ultimate Distribution Systems, Inc., 200 N.J.Super. 109, 490 A.2d 371 (App.Div. 1985); Continental Metals Corp. v. Municipal Warehouse Co., 112 Misc.2d 923, 924, 447 N.Y.S.2d 849, 850 (Sup.Ct. 1982), aff'd without opinion, 92 A.D.2d 477, 459 N.Y.S.2d 406 (1983); cf. Home Ins. Co. of New York v. Los Angeles Warehouse Co., 16 Cal.App.2d 737, 61 P.2d 510 (1936). Section 7-204(3) is in any event merely declaratory of a general principle of contract law, on which see, e.g., 18 Williston on Contracts ยง 2070, at pp. 941-43 (3d ed. 1978).
"The purpose of subsection 7204(3) is not to limit liability, but to prevent litigation of stale claims, penalize dilatoriness and to serve as a measure of repose." Amenip Corporation v. Ultimate Distribution Systems, Inc., 200 N.J. Super. 109, 490 A.2d 371, 374 (1985) (citing Ochs v. Federal Ins. Co., 90 N.J. 108, 112, 447 A.2d 163 (1982)). Clearly the legislature considered the subject of conversion in enacting the statute.