Sale Of Goods

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ISBN: 9780314149756 | 0314149759
Cover: Hardcover
Copyright: 7/30/2004

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This law school textbook uses precisely crafted problems, allowing students to actively parse the language of Article 2 of the Uniform Commercial Code (UCC) themselves, rather than relying more passively on cases or explanatory text. Cases and other material are included when necessary to furnish rules or interpretations not derivable by students' own reading and analysis. The book also incorporates relevant material from Articles 1 and 7, and from related statutes such as Uniform Electronic Transactions Act (UETA), the federal Electronic Signatures in Global and National Commerce Act (E-Sign), and an assignment on the economic loss doctrine.

Preface to Students

Acknowledgments

iii

Table of Statutes and Regulations

xix

Table of Cases

xxvi

Table of Secondary Authorities

xxviii

Concordance of Article 1 Sections

xxix

Assignment 1: Scope of Article 2 (``Sale'' of ``Goods'')

(26)

§§ 2-102; 2-103(1) (a), (d); 2-105(1), (2); 2-106(1); 2-107(1), (2); 2-304; 2-501(1)

An Overview of Article 2

(2)

Learning the UCC

(1)

Foundational Principles for Article 2 and a Seven-Step Method For Learning a Statute

(14)

Using Cases

(1)

Reading and Applying the Code

(1)

Reading the Code

(3)

Problem 1-1. The Scope Provision

(1)

Problem 1-2. ``Goods.''

(2)

Applying the Code

(3)

Problem 1-3

(1)

Problem 1-4

(2)

Note on the Amended Definition of ``Goods''

(1)

Assignment 2: Scope and Mixed Transactions

(15)

§§ 1-103, 2-102

Reading the Code (and its Case Law)

(1)

Problem 2-1. Three Approaches to Mixed Transactions

(1)

Applying the Code (and its Case Law)

(4)

Problem 2-2

(1)

Software, ``Smart Goods,'' and Article 2

(2)

Problem 2-3

(1)

Pass v. Shelby Aviation, Inc.

(7)

Assignment 3: Interpretive Guidelines for Construing the Code

(8)

§§ 1-102; 1-103; 1-109; 1-201(3), (11), (42); 1-203; 1-205; 2-208; 2-209(1), (4); 2-302; 2-305; 2-306; 2-307; 2-308; 2-309; 2-725(1)

Reading the Code

(5)

Problem 3-1. Purposes and Construction of the UCC

(1)

Problem 3-2. Mandatory versus Default Provisions

(1)

Problem 3-3. Agreement, Contract, Course of Dealing, Course of Performance, and Usage of Trade

(2)

Problem 3-4. Hierarchy of Terms and Provisions

(1)

Overlaps among Course of Performance, Modification, and Waiver

(1)

Problem 3-5. Open Price Terms

(1)

Applying the Code

(3)

Problem 3-6

(1)

Problem 3-7

(2)

Assignment 4: Contract Formation by Offer and Acceptance or by Conduct

(15)

§§ 1-204, 2-204, 2-205, 2-206, 2-207(1), first sentence of 2-207(3)

Reading the Code

(4)

Problem 4-1. Firm Offers

(1)

Problem 4-2. Formation in General

(1)

Problem 4-3. Acceptance by Promise or Conduct

(1)

Problem 4-4. Battle of Forms, Round 1

(1)

Problem 4-5. Battle of Forms, Round 2

(1)

Applying the Code

(11)

Problem 4-6. Definite and Seasonable Expression of Acceptance

(2)

Problem 4-7. Expressly Conditional ``Acceptance''

(2)

Problem 4-8. Scope of 2-207(1)

(1)

Problem 4-9. Contract Formation in an Electronic Setting

(6)

Problem 4-10. Battle of Forms, Round 3

(1)

Assignment 5: Determining the Content When Offer and Acceptance Differ: Battle of Forms

(30)

§ 2-207(2), (3)

Reading the Code

(7)

Problem 5-1. Terms in Contracts Created by Conduct

(1)

Problem 5-2. Additional Terms in Contracts Created by Offer and Acceptance

(1)

Problem 5-3. Material Alteration

(1)

Problem 5-4. Different Terms in Contracts Created by Offer and Acceptance

(2)

Problem 5-5. Additional and Different Terms in Acceptances

(1)

Problem 5-6. Additional and Different Terms in Confirmations

(1)

Problem 5-7. Overview of 2-207

(1)

Applying the Code

(13)

Problem 5-8

(2)

Problem 5-9

(3)

``Terms in the Box''

(4)

Problem 5-10

(2)

Problem 5-11. ``Battle of Forms'' Under the 2003 Amendments

(2)

Daitom, Inc. v. Pennwalt Corp

(10)

Assignment 6: Contract Enforceability (Statute of Frauds)

(9)

§ 2-201

Reading the Code

(2)

Problem 6-1. Requirement of a Signed Writing: General Rule

(1)

Problem 6-2. Requirement of a Signed Writing: Exceptions

(1)

Problem 6-3. Nature of the Required Writing

(1)

Problem 6-4. Confirmations Between Merchants

(1)

The Statute of Frauds Meets Electronic Commerce

(1)

Applying the Code

(6)

Problem 6-5

(3)

Problem 6-6. Estoppel and the Statute of Frauds

102

(2)

Assignment 7: The Definition of Merchant

104

(8)

§ 2-104(1), (3)

Reading the Code

104

(4)

Problem 7-1. Goods Merchants vs. Practices Merchants

104

(1)

Problem 7-2. ``By His Occupation''

105

(1)

Problem 7-3. ``Deals''

105

(1)

Problem 7-4. Effect on Other Code Sections

105

(3)

Applying the Code

108

(4)

Problem 7-5

108

(1)

Problem 7-6

109

(1)

Problem 7-7

110

(1)

Problem 7-8

110

(1)

Note on Farmers as Merchants

111

(1)

Assignment 8: Introduction to Warranties; Creation of Implied Warranties

112

(9)

§§ 2-312, 2-314, 2-315

Reading the Code

113

(3)

Problem 8-1. Introduction to Warranties

113

(1)

Problem 8-2. Introduction to Implied Warranties

114

(1)

Problem 8-3. Relation Between Warranties and Other Provisions

115

(1)

Problem 8-4. Scope and Timing of Implied Warranties

115

(1)

Applying the Code

116

(5)

Problem 8-5

116

(1)

Problem 8-6

117

(1)

Problem 8-7

118

(1)

Problem 8-8

119

(1)

Problem 8-9

120

(1)

Assignment 9: Creation of Express Warranties

121

(18)

§ 2-313

Reading the Code

121

(14)

Problem 9-1. Introduction to Express Warranties

121

(1)

Problem 9-2. ``Part of the Basis of the Bargain'' and its Relationship to Reliance

122

(3)

Representations by Remote Sellers

125

(1)

Representations Made after Contract Formation

126

(1)

Problem 9-3. Representations in Advertising

126

(2)

Problem 9-4. Representations Made after Contract Formation (Including ``Representations in a Box'')

128

(3)

Problem 9-5. Puffing

131

(4)

Applying the Code

135

(4)

Problem 9-6

135

(1)

Problem 9-7

136

(1)

Problem 9-8

137

(2)

Assignment 10: Warranty Disclaimers and Conflicts

139

(14)

§§ 2-312, 2-316, 2-317

Reading the Code

139

(2)

Problem 10-1. Disclaiming Express Warranties

139

(1)

Problem 10-2. Disclaiming Implied Warranties

139

(2)

Applying the Code

141

(12)

Problem 10-3

141

(1)

Problem 10-4

142

(1)

Problem 10-5

143

(2)

Problem 10-6. Disclaimers Packaged with or Accompanying the Goods

145

(2)

Magnuson-Moss Warranty Act

147

(3)

Problem 10-7. Effect of the Magnuson-Moss Warranty Act

150

(1)

Problem 10-8

151

(1)

Problem 10-9. Cumulation and Conflict of Warranties

151

(2)

Assignment 11: Extending Warranties to Third-Party Beneficiaries

153

(8)

§ 2-318

Reading the Code

154

(1)

Problem 11-1. Differentiating Among the 2-318 Alternatives

154

(1)

Applying the Code

155

(6)

Problem 11-2. Applying 2-318

155

(3)

Problem 11-3. Extending Warranty Coverage Beyond 2-318

158

(1)

Problem 11-4. The 2-318 Limit on Seller's Power to Disclaim

159

(1)

Problem 11-5. The 2003 Amended Version

160

(1)

Assignment 12: Parol Evidence Rule: Suppression of Evidence of Express Warranties

161

(29)

§ 2-202

Reading the Code

161

(10)

Problem 12-1. Operation of the Parol Evidence Rule with Respect to Confirmations

162

(2)

Problem 12-2. ``Final Expression''

164

(1)

Problem 12-3. ``Complete and Exclusive Statement''

164

(1)

Problem 12-4. Parol Evidence and the Complete and Exclusive Statement

165

(1)

Problem 12-5. Admissibility and Effect of Evidence of Course of Dealing, Usage of Trade, and Course of Performance

166

(1)

Problem 12-6. ``Prior Agreement'' and ``Contemporaneous Oral Agreement''

167

(1)

Problem 12-7. Putting All the Pieces Together

168

(1)

Parol Evidence Chart: Is the Evidence Offered Admissible?

168

(1)

Problem 12-8. Comment 3 Restriction

169

(1)

Problem 12-9. Implied Warranties and the Parol Evidence Rule

170

(1)

Problem 12-10. Interaction Between 2-316 and 2-202

170

(1)

Problem 12-11. The 2003 Amended Version

171

(1)

Applying the Code

171

(5)

Problem 12-12

171

(2)

Problem 12-13

173

(1)

Problem 12-14

174

(1)

Problem 12-15

175

(1)

Problem 12-16

175

(1)

Nanakuli Paving and Rock Company v. Shell Oil Company, Inc.

176

(14)

Assignment 13: Identification, Tender of Delivery, Risk of Loss, and Passage of Title

190

(17)

§§ 2-319, 2-320, 2-401, 2-501, 2-503, 2-504, 2-509

Reading the Code

190

(14)

Understanding the Diminished Role of Title in Article 2

190

(1)

Identification of Goods

191

(1)

Problem 13-1. Timing of Identification

192

(1)

Problem 13-2. Early Identification

193

(1)

Tender of Delivery

193

(1)

Problem 13-3. Introduction to Tender of Delivery

194

(1)

Tender of Delivery via Carrier or Warehouse

194

(1)

Problem 13-4. Fulfilling Tender Obligations

195

(1)

Risk of Loss in Absence of Breach

196

(1)

Problem 13-5. Introduction to Risk of Loss

197

(1)

Problem 13-6. Moment of Risk-of-Loss Passage

198

(1)

Problem 13-7. Implications of Risk of Loss

198

(1)

Problem 13-8. Specific Delivery Terms

199

(1)

Paying for the Freight

200

(1)

Problem 13-9. Introduction to Freight

200

(1)

Domestic Shipping Terms Without the UCC

201

(1)

Passage of Title

202

(1)

Problem 13-10. Introduction to Title

202

(1)

Problem 13-11. Tying It All Together

203

(1)

Applying the Code

204

(3)

Problem 13-12

204

(1)

Problem 13-13

205

(1)

Problem 13-14

205

(2)

Assignment 14: Documentary Transactions

207

(20)

§§ 2-310, 2-503, 2-504, 2-505, 2-512, 2-513, 7-102, 7-104, 7-501, 7-502

Reading the Code

207

(18)

Conducting a Documentary Transaction

207

(1)

Problem 14-1. Understanding Basic Terminology

208

(2)

Negotiability

210

(1)

Problem 14-2. Negotiability

211

(1)

Problem 14-3. Negotiating a Tangible Document of Title

212

(1)

Note on Negotiating an Electronic Document of Title

213

(1)

Problem 14-4. Duly Negotiating a Document of Title

213

(1)

Using Negotiable Instruments (Drafts) in Sales Transactions

214

(1)

Using Both Documents of Title and Drafts

215

(1)

Article 2 and Documents of Title

216

(1)

Determining Whether Documents of Title May Be Used

217

(3)

Problem 14-5. Shipment Under Reservation

220

(1)

Seller's Delivery Responsibilities When Using Documents of Title

220

(1)

Problem 14-6. Tendering Documents

220

(1)

Risk of Loss and Documents of Title

221

(1)

Problem 14-7. Shifting Risk of Loss

221

(1)

Buyer's Obligation to Pay When Documents of Title Are Used

222

(1)

Problem 14-8. When and Where Buyer is Obligated to Pay: Default Provisions

222

(1)

Buyer's Right to Inspect the Goods

223

(1)

Problem 14-9. Buyer's Right to Inspect

223

(1)

Problem 14-10. Excusing Payment Before Inspection

224

(1)

Applying the Code

225

(2)

Problem 14-11

225

(1)

Problem 14-12

226

(1)

Assignment 15: Power to Transfer Title

227

(11)

§ 2-403

The Derivative Title Rule

227

(1)

Problem 15-1. Transferors and Purchasers

227

(1)

Voidable Title

228

(1)

Problem 15-2. Derivative Title Rule

229

(1)

Void Title

230

(1)

Problem 15-3. The Effect of Void Title

230

(1)

Acquiring Better Than Derivative Title: The Good Faith Purchaser for Value

231

(1)

Problem 15-4. Parsing 2-403(1)

231

(1)

Problem 15-5. Applying the Exception for the Good Faith Purchaser for Value

232

(1)

Acquiring Better Than Derivative Title: Buyer in the Ordinary Course of Business

233

(1)

Problem 15-6. Parsing 2-403(2) and (3)

233

(1)

Problem 15-7. Applying the Exception for the Buyer in the Ordinary Course

234

(1)

Problem 15-8. Comparing 2-403(1) and (2)

235

(1)

Problem 15-9. Putting All the Pieces Together

236

(1)

Note on Certificate-of-Title Acts

237

(1)

Assignment 16: Excuse

238

(5)

§§ 2-613 through 2-616

Reading the Code

238

(2)

Problem 16-1. Comparing the Article 2 Excuses

238

(2)

Problem 16-2. Operation of 2-613 and 2-615

240

(1)

Applying the Code

240

(3)

Problem 16-3

241

(1)

Problem 16-4

241

(1)

Problem 16-5

241

(1)

Problem 16-6. Force Majeure Clauses

241

(2)

Assignment 17: Buyer's Rights and Duties after Tender, Part I: Inspection, Rejection, and Cure

243

(15)

§§ 2-508, 2-601 through 2-605, 2-612

Reading the Code: Rejection of Goods by Buyer

244

(3)

Problem 17-1. The Right to Reject

244

(1)

Problem 17-2. The Process of Rejection

245

(1)

Problem 17-3. Handling Goods After Rightful Rejection

246

(1)

Reading the Code: Cure of Nonconformity by Seller

247

(3)

Problem 17-4. Seller's Right to Cure

247

(1)

Problem 17-5. Expanding the Definition of Cure

248

(1)

Problem 17-6. Cure After Performance Is Due; Money Allowance

248

(1)

Time for Rejection and the Reasonable Opportunity to Inspect

249

(1)

Applying the Code: Rejection and Cure

250

(2)

Problem 17-7

250

(1)

Problem 17-8

250

(1)

Problem 17-9

251

(1)

Problem 17-10

251

(1)

Wilson v. Scampoli

252

(3)

Bartus v. Riccardi

255

(3)

Assignment 18: Buyer's Rights and Duties after Tender, Part II: Acceptance and Revocation of Acceptance of Goods, Risk of Loss in Presence of Breach

258

(16)

§§ 2-510, 2-606 through 2-608, 2-717

Reading the Code: Acceptance of the Goods

258

(6)

Problem 18-1. What Constitutes Acceptance

258

(1)

Problem 18-2. Acts Inconsistent With Seller's Ownership

259

(1)

Problem 18-3. Consequences of Acceptance

260

(1)

Problem 18-4. Notifying Seller of Breach

260

(1)

Notice Under 2-607

261

(1)

Buyer's Reasonable Opportunity to Inspect

262

(2)

Applying the Code: Acceptance of Goods

264

(3)

Problem 18-5

264

(2)

Problem 18-6

266

(1)

Reading the Code: Revocation of Acceptance of Goods

267

(2)

Problem 18-7. Justifiable Revocation

267

(1)

Problem 18-8. Comparing Rejection and Revocation

268

(1)

Problem 18-9. Cure After Revocation

268

(1)

Applying the Code: Revocation of Acceptance

269

(2)

Problem 18-10

269

(2)

Reading the Code: Effect of Breach on Risk of Loss

271

(1)

Problem 18-11. Effect of Seller's Breach on Risk of Loss

271

(1)

Problem 18-12. Effect of Buyer's Breach on Risk of Loss

271

(1)

Applying the Code: Effect of Breach on Risk of Loss

272

(2)

Problem 18-13

272

(1)

Problem 18-14

272

(1)

Problem 18-15

273

(1)

Assignment 19: Insecurity, Repudiation, and Retraction

274

(5)

§§ 2-609 through 2-611

Reading the Code

274

(3)

Problem 19-1 Right to Adequate Assurance of Performance

274

(1)

Problem 19-2. Anticipatory Repudiation

275

(1)

Problem 19-3. Retraction of Repudiation

276

(1)

Applying the Code

277

(2)

Problem 19-4

277

(1)

Problem 19-5

278

(1)

Assignment 20: Buyer's Remedies for Seller's Breach

279

(15)

§§ 2-502, 2-711 through 2-717, 2-723

Reading the Code

280

(8)

Problem 20-1. Buyer's Remedies for Unaccepted Goods

280

(2)

Problem 20-2. Buyer's Recovery of the Goods from the Seller

282

(1)

Problem 20-3. Comparing Buyer's Cover and Market Damages

283

(1)

Problem 20-4. Expenses Saved Because of Breach

284

(1)

Problem 20-5. Incidental and Consequential Damages

285

(1)

Problem 20-6. Choosing between Cover and Market Damages

286

(1)

Problem 20-7. Buyer's Damages for Accepted Goods

287

(1)

Problem 20-8. Liquidated Damages

288

(1)

Applying the Code

288

(6)

Problem 20-9

288

(4)

Problem 20-10

292

(1)

Problem 20-11

293

(1)

Assignment 21: Seller's Remedies for Buyer's Breach

294

(17)

§§ 2-702 through 2-710, 2-718

Reading the Code

294

(15)

Problem 21-1. Overview of Seller's Remedies

294

(2)

Problem 21-2. Comparing Seller's Resale and Market Damages

296

(1)

Problem 21-3. Expenses Saved Because of Breach

297

(1)

Problem 21-4. Incidental and Consequential Damages

298

(1)

Problem 21-5. Requirements for Resale

299

(1)

Problem 21-6. Choosing between Resale and Market Damages

299

(2)

Problem 21-7. Recovery of Prepayment by Breaching Buyer

301

(1)

Problem 21-8. Action for the Price

302

(1)

Problem 21-9. Seller's Alternative to Market and Resale Damages

303

(3)

Problem 21-10. Seller's Right to Stop Delivery

306

(1)

Problem 21-11. Seller's Right to Keep or Reclaim the Goods

307

(1)

Problem 21-12. Comparing Buyer's and Seller's Remedies

308

(1)

Applying the Code

309

(2)

Problem 21-13

309

(2)

Assignment 22: Modification or Limitation of Remedies

311

(18)

§§ 2-302, 2-719

Reading the Code

312

(8)

Problem 22-1 Remedy Limitations in General

312

(1)

Problem 22-2. Making Limited Remedies Exclusive

312

(1)

Problem 22-3. Minimum Adequate Remedy

312

(2)

Remedy Provisions of the Magnuson-Moss Warranty Act

314

(2)

Problem 22-4. Magnuson-Moss Provisions

316

(1)

Problem 22-5. Failure of Essential Purpose

316

(3)

Problem 22-6. The Relationship between 2-718 and 2-719

319

(1)

Applying the Code

320

(1)

Problem 22-7

320

(1)

Problem 22-8

320

(1)

Evans Industries, Inc. v. International Business Machines Co

321

(8)

Assignment 23: Statute of Limitations

329

(23)

§ 2-725

Reading the Code

329

(2)

Problem 23-1. Triggering the Statute of Limitations

329

(1)

Problem 23-2. Accrual of the Cause of Action

329

(1)

Problem 23-3. Application to Mixed Transactions

330

(1)

Problem 23-4. Extension of the Limitations Period

331

(1)

Applying the Code

331

(8)

Problem 23-5. Suit Against a Remote Seller

331

(1)

Problem 23-6. Suit for Indemnification

332

(1)

Problem 23-7. Warranting Future Performance

333

(1)

Problem 23-8. Statute of Limitations and Remedial Promises

334

(1)

Note on the Tolling of the Statute of Limitations

334

(1)

Problem 23-9. The 2003 Amended Version

335

(4)

Kathleen Patterson v. Her Majesty Industries, Inc.

339

(5)

City of Wood River v. Geer-Melkus Construction Co.

344

(8)

Assignment 24: Overlapping Tort and Contract Claims and Development of the Economic Loss Doctrine

352

(16)

Problem 24-1. Origins of the Economic Loss Doctrine

352

(1)

Variations of the Economic Loss Doctrine

353

(4)

Problem 24-2

357

(1)

East River Steamship Corp. v. Transamerica Delaval, Inc

358

(10)

Index

368

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Sale Of Goods

Summary

Table of Contents

Supplemental Materials