BUS 263 class slides, March 11, 2014

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Information about BUS 263 class slides, March 11, 2014
Education

Published on March 12, 2014

Author: ted_major

Source: slideshare.net

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Class slides from March 11, 2014

Chapter 11: Contracts for the Sale of Goods cc licensed ( BY ) flickr photo by public.resource.org: http://flic.kr/p/KEtQE

Contract rules

cc licensed ( BY SD ) flickr photo by wit: http://flic.kr/p/4H7rfe Statute of Frauds

icensed ( BY NC ) flickr photo by Indiana Public Media: p://flic.kr/p/8vqJgq Mailbox Rule

cc licensed ( BY ND ) flickr photo by samantha celera: http://flic.kr/p/9mWbdp Peppercorn Rule

Where did these names come from?

Common law of contracts

Potential problems?

cc licensed ( BY ) flickr photo by Marxchivist: http://flic.kr/p/oubjG

What if you do business in many states?

Solutions?

cc licensed ( BY NC ND ) flickr photo by philippe leroyer: http://flic.kr/p/PL1RE

Uniform Commercial Code • First published 1952 • National Conference of Commissioners on Uniform State Laws (NCCUSL) • Enacted in part by all 50 states • Enacted in entirety by 49 states • Modifies and standardizes common law

UCC Art. 2: Sales of Goods • Adopted by every state except Louisiana • Covers sales – not rentals or leases • Covers goods – tangible, moveable property – not land – not intangibles

Offers • Common law: definite terms • price • payment • delivery • quantity

Common law: Do we have a contract?

Terms?

Quantity?

Delivery?

Payment?

Price?

No definite terms? No contract.

UCC: Open terms • price • payment • delivery • quantity

Price? • Reasonable price at time of delivery

Payment? • Due at time and place of delivery

Delivery? • At seller's place of business (or residence) • In a reasonable time

Quantity? • ??? • Can't be open • Except: – Requirements contract – Output contract

Merchant's firm offer • written offer by merchant stating time it will remain open cannot be revoked

Merchant? • Buys & sells goods for a living

Different rules for contracts between merchants

cc licensed ( BY ) flickr photo by keith ellwood: http://flic.kr/p/bvAyBp Mirror-Image Rule

Common law? • Any change in terms is a counter-offer • Rejects original • No contract

UCC • w/ nonmerchant:contract is formed according to original terms • between merchants: additional terms are part of contract unless: – original offer expressly limited to its terms – new terms materially alter the contract – offeror objects to new terms w/in a reasonable time

Statute of Frauds

Between merchants • written confirmation sent to other party satisfies SOF if other merchant does not send written rejection in 10 days

Exceptions to statute of frauds • specially mfd. goods – specially manufactured for buyer – not suitable for resale to others in the ordinary course of business • seller has substantially begun to manufacture or made commitments • admissions in pleadings, testimony, or court proceedings • partial performance: payment made or goods accepted

Modifications to contracts • Common law: new consideration required (MOO) • Between merchants no consideration needed

Remedies • Common law: money damages • UCC – Withhold delivery – Demand cash if buyer insolvent – Re-sell goods – Cancel – Stop in transit – Reclaim goods

Warranties • title • express • implied – merchantability – fitness for a particular purpose

©al.com 2014 http://www.al.com/sports/index.ssf/2014/03/tuscaloosa_hosts_the_second-an.html

cc licensed ( BY SD ) flickr photo by planetc1: http://flic.kr/p/aEUKua

cc licensed ( BY ) flickr photo by duh.denise: http://flic.kr/p/91nsSH

cc licensed ( BY NC SD ) flickr photo by eston: http://flic.kr/p/vLsR2

cc licensed ( BY NC SD ) flickr photo by Joachim S. Müller: http://flic.kr/p/5cNmMF Risk of Loss

cc licensed ( BY NC SD ) flickr photo by Melinda Taber: http://flic.kr/p/cYLXa

cc licensed ( BY NC ) flickr photo by mrswanks: http://flic.kr/p/xCfcx

risk of loss • title vs. possession • doesn’t necessarily follow title • Generally, risk follows goods

Delivery terms? • Shipment contract? • Destination contract?

cc licensed ( BY NC ND ) flickr photo by Gestalteando: http://flic.kr/p/5cgfau Shipment contract (default under UCC)

cc licensed ( BY NC ND ) flickr photo by debcll: http://flic.kr/p/4Aw2La Destination Contract

Performance • tender of delivery: seller must have conforming goods available for buyer to take delivery • perfect tender rule – right to cure – commercial impracticability – destruction of identified goods – cooperation

Non-conforming goods • buyer's remedies: – accept – reject – accept part/reject part • Cure

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