Published on March 12, 2014
Chapter 11: Contracts for the Sale of Goods cc licensed ( BY ) flickr photo by public.resource.org: http://flic.kr/p/KEtQE
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
cc licensed ( BY ) flickr photo by Marxchivist: http://flic.kr/p/oubjG
What if you do business in many states?
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?
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
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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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