Principles of Sales Law
Authors:
White, James J. / Summers, Robert S. / Barnhizer, Daniel D. / Barnes, Wayne R. / Snyder, Franklin G.
Edition:
2nd
Copyright Date:
2017
22 chapters
have results for Principles of Sales Law
Title Page 9 results (showing 5 best matches)
- Principles of Sales Law
- Robert A. Sullivan Professor of Law Emeritus University of Michigan Law School
- Administration of the Law, Emeritus Cornell Law School
- Member, District of Columbia and Maryland Bars Texas A&M University School of Law
- Professor of Law and The Bradford Stone Faculty Scholar
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Chapter 7 Seller’s Remedies 355 results (showing 5 best matches)
- In the case of the sale of goods, this principle has inspired the standard formulas under which a buyer’s or seller’s damages are based on the difference between the contract price and the market price on that market where the injured party could have arranged a substitute transaction for the purchase or sale of similar goods.
- The statutory history begins with the Joint Editorial Committee of the American Law Institute and the National Conference of Commissioners on Uniform State Laws. Their product was a revision of the Uniform Sales Act and became the proposed draft of the Uniform Revised Sales Act (Sales Article of the proposed Commercial Code). Section 110 of the Uniform Revised Sales Act reads as follows:
- Even if the courts accept seller’s argument that the pay option does not involve the sale of goods, specific performance must still pass muster under common law requirements. See e.g., Restatement Second on Contracts § 359 (remedy at law must be inadequate).
- When the seller does resell, he may resell privately or at a public sale. The Code nowhere defines public sale. It is clear enough that an auction sale open to the public is a public sale, but what of a nonauction to which the public may come or an auction sale (such as a dealer’s used car auction) from which some of the public is excluded? Comment 4 to 2–706 states that “[b]y ‘public’ sale is meant a sale by auction,” but the courts have yet to work out the precise dividing line between public and private resales. We would classify most sales open only to a limited segment of the public, such as dealer auctions, as public sales on the theory that competitive forces usually at work at such sales are similar to those competitive forces usually at work at public sales to which all of the public is invited.
- “Lost volume” occurs when the seller resells to a buyer who would have bought from the seller even if there had been no breach of the original contract. The result is the seller’s total volume of sales by year’s end is reduced by one, and the seller’s damages are the profit the seller would have made on that additional sale. For a more detailed discussion, see
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Chapter 1 Scope of Article 2, and Offer, Acceptance, and Consideration Thereunder 269 results (showing 5 best matches)
- Article 2 contracts are also expansive in content. Thus 1–201(12) defines “contract” as the “total legal obligation that results from the parties’ agreement,” and 1–201(3) defines “agreement” to mean “the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in Section 1–303.”
- We now briefly turn to the expanded concept of contract in Article 2. The expansion we address consists of the expansion of contract in existing Article 2 as compared to contract as conceived in pre code statutory law and case law. Some of the enacted Article 2 provisions on the formation of contracts
- Moreover, 2–102 provides that Article 2 does not “impair or repeal any statute regulating sales to consumers, farmers, or other specified classes of buyers.” Such other statutes may be state or federal. Frequently, both Article 2 and one or more other regulatory statutes will apply. For example, Article 2 may apply to warranty terms while the Uniform Consumer Credit Code or other state consumer regulatory law governs the “door-to-door” aspects of the sale. Another important category of examples consists of state or federal legislation dealing with farmers and agricultural products. Still another category of statutes controls the transfer of title to automobiles or aircraft. Today there are also local statutes governing aspects of the sale of pets and domestic animals. In all of the above categories, both Article 2 and the other statutes may apply, and when the two conflict, the other statutory law typically controls.
- In 2009 the ALI approved the Principles of the Law of Software Contracts. The following section is relevant to the enforcement of standard form contracts:
- Principles of the Law of Software Contracts § 2.02 (2009)
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Chapter 4 Unconscionability 174 results (showing 5 best matches)
- under the circumstances of this case, the sale of a freezer unit having a retail value of $300 for $900 ($1,439.69 including credit charges and $18 sales tax) is unconscionable as a matter of law.
- Unless displaced by the particular provisions of [the UCC], the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause shall supplement its provisions.
- Summers, “Good Faith” in General Contract Law and the Sales Provisions of the Uniform Commercial Code, 54 Va.L.Rev. 195 (1968)
- to sales of goods.
- The principle is one of the prevention of oppression and unfair surprise . . . and not of disturbance of allocation of risks because of superior bargaining power.
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Chapter 5 Risk of Loss 160 results (showing 5 best matches)
- May I say one other thing in that connection, and say it without any hesitancy at all for the record? The number of lawyers who have an accurate knowledge of sales law is extremely small in these United States. My brother Bacon has taught sales law for 28 years. When he says it isn’t too difficult to determine where the court will decide the title is or isn’t or is going to be or should be, he is speaking a truth within limits for people who have taught sales law for 28 years. I submit to you, sir, that there are not many of them.
- In some ways the basic provisions of 2–509 and 2–510 are the most radical departure from prior law in Article 2. The prior law, section 22 of the Uniform Sales Act, provided in general that the party who had title or property in the goods also had the risk of loss.
- The growth of the law of subrogation in sales law and analogous areas has been irregular and episodic. The unsatisfactory state of the law is well illustrated by the English and American cases discussing subrogation of an insurer to the rights of a seller of real property versus a mortgagee’s subrogation rights against a buyer and a mortgagor. Assume that the mortgagee or the seller has insurance on the land and buildings that protects only those interests. Assume additionally that, while the policy is in effect, the property is destroyed while part of the mortgage debt or purchase price remains unpaid, and the insured mortgagee or seller collects the insurance. If there were no insurance, destruction of the property would not discharge the mortgagor from the mortgage debt, nor, in the land contract case, would it discharge the buyer’s obligation to pay the price.
- A potential source of confusion is that an ICC Incoterm may differ from its Uniform Commercial Code counterpart.
- The Uniform Sales Act made breach specifically relevant only when delivery was delayed by the fault of a party. Section 22(b) of the Sale Act read:
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Chapter 8 Buyer’s Rejection or Revocation of Acceptance, and Seller’s Right to Cure 241 results (showing 5 best matches)
- As of May 28, 2009, seventy-four nations including the U.S., are parties to the U.N. Convention on International Sale of Goods (CISG), which, in the absence of contract terms to the contrary, governs sales between these participating countries. For example, CISG articles 34, 37, and 48 specify the seller’s right to cure, which varies only slightly from the seller’s right under the Uniform Code. See also Catherine Piché, The
- We realize that this modest accumulation of four factors: (1) difficulty of discovery, (2) contract terms, (3) perishability, and (4) course of performance between the parties after the sale and before rejection, will sometimes take the lawyer only a short distance toward a reliable judgment about whether a buyer’s rejection was timely. However, we despair of doing more than citing a few of the many reported cases and acknowledging that we will gratefully bow
- Duesenberg, General Provisions, Sales, Bulk Transfers and Documents of Title, 28 Bus.Law. 805, 827 (1973)
- Such reasonable grounds can lie in prior course of dealing, course of performance or usage of trade as well as in particular circumstances surrounding the making of the contract. The seller is charged with commercial knowledge of any factors in a particular sales situation which require him to comply strictly with his obligations under the contract as, for example, strict conformity of documents in an overseas shipment or the sale of precision parts or chemicals for use in manufacture. Further, if the buyer gives notice either implicitly, as by a prior course of dealing involving rigorous inspections, or expressly, as by the deliberate inclusion of a “no replacement” clause in the contract, the seller is to be held to rigid compliance. If the clause appears in a “form” contract evidence that it is out of line with trade usage or the prior course of dealing and was not called to the seller’s attention may be sufficient to show that the seller had reasonable grounds to believe that...
- Section 2–508 had no antecedent in the Uniform Sales Act. The section is a restriction upon the buyer’s right to reject; it offers many significant but unanswered questions. Although it was a novel legal doctrine, it was not new to business practice; it does no more than give legal recognition to a practical right that many sellers have exercised over the years. Professor Macaulay has informed us that legal sanctions are neither the only nor the most important sanctions of an aggrieved party, and it seems likely that 2–508 simply recognizes a general pattern of business behavior and adds a legal sanction to those economic and nonlegal sanctions which the parties had and have.
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Chapter 3 Terms of the Contract (Including the Law of Tender, Excuse, and Title Transfer (2–403)) 544 results (showing 5 best matches)
- Unless displaced by the particular provisions of the Uniform Commercial Code the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, or other validating or invalidating cause supplement its provisions.
- The shelter which 2–403 provides is not unlimited (although no limitations are spelled out in the section). For example, does a purchaser who buys at a “distress” sale get the benefit of the shelter principle? There is a dispute about this.
- (shelter principle applies to sale by bankruptcy trustee) with R. Anderson,
- Second, the opening sentence of 2–403 embodies a “shelter” principle. That is, once a transferor has acquired title through 2–403 or otherwise,
- See generally, L. Vold, Handbook of the Law of Sales § 79 (2d ed.1959).
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Chapter 2 Statute of Frauds and Parol Evidence Rule 301 results (showing 5 best matches)
- Unless displaced by the particular provisions of this Act, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, or other validating or invalidating cause shall supplement its provisions.
- In Colonial America and after, state legislatures and courts followed suit. In the Twentieth Century, section four of the Uniform Sales Act became law in most states.
- It is easy to imagine clear cases to which section 2–201 applies. But as with any legal language, borderline cases arise. When does property cease to be realty and become goods for purposes of 2–201? Consider a contract for the sale of a building to be removed from the land, or for the sale of minerals to be extracted. Section 2–107(1) makes it clear that these are all “contracts for the sale of goods” “if they are to be severed by the seller.” Section 2–107(2) also explicitly treats contracts for the sale of growing crops as contracts for the sale of goods. 2–107(2) treats timber to be cut in the same way.
- See, e.g., L. Vold, Law of Sales 90–93 (2d ed.1959) and cases cited therein.
- See also L. Vold, The Law of Sales, 94 (2d ed. 1959) and cases cited therein.
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Chapter 9 Warranty 361 results (showing 5 best matches)
- Another party who closely resembles the sheriff and executor is the auctioneer. The Uniform Sales Act expressly excepted auctioneers professing to sell by virtue of authority in fact or in law from the warranty of title,
- Of course, not only “circumstances” but also “specific language” can give the buyer reason to know that the person selling does not claim title or that he or she is purporting to sell only the right that a third person may have.
- We have previously noted the parallels between merchantability and the tort remedies for defective products. Prior to 1998, the most relevant provision was section 402A of the Restatement (Second) of Torts, which dealt with “Special Liability of Seller of Product for Physical Harm to User or Consumer.” In 1998, the American Law Institute promulgated the Restatement (Third) of Torts: Products Liability,” which replaced section 402A and adopted new Sections 1 and 2. The new section 1, “Liability of Commercial Seller or Distributor for Harm Caused by Defective Products.” provides: “One engaged in the business of selling or otherwise distributing products who sells or distributes a defective product is subject to liability for harm to persons or property caused by the defect.” Section 2, “Categories of Product Defect,” differentiates several major categories of product defects. There are some theoretical distinctions between the old and the new provisions, and as of this writing, not...
- Even if courts refuse to expand the warranty of title beyond its pre-Code scope, a buyer faced with an unfounded claim does have a remedy against the seller. At common law and under the Uniform Sales Act, a buyer whose title to purchased personal property was challenged in court could give notice to the seller and request that the seller defend. If the seller then failed to defend and the challenger prevailed, even if by default judgment, the seller would be liable for breach of warranty of title.
- (implied warranty of merchantability covers only defects present at time of sale; when plaintiff drove car for more than 5,000 miles before she made any complaints, there was no breach of implied warranty of merchantability);
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Chapter 6 Buyer’s Remedies for Repudiation, for Nondelivery, and for Failure to Deliver Conforming Goods (Which the Buyer Refused to Keep) 438 results (showing 5 best matches)
- The measure of damages for the anticipatory repudiation of a duty to deliver, or to accept, goods under a contract of sale, is to be determined as of the date when performance was due, rather than the date of repudiation, under New York law.
- What of the contract price? Section 2–723 does not in terms say that the “contract price” at the time buyer learns of the repudiation should be the other part of the damage formula. But surely the contract price must also be measured at the time the aggrieved party learned of the repudiation. To choose any other price deprives the contract-market differential of its legitimacy. Damages are measured by comparing the market price with the contract price at a particular time and place on the ground that the aggrieved party will turn to that market for purchase or sale. To select a contract price remote in time from the date of repudiation is to ignore that basic principle upon which the contract market differential formula is based.
- Of course the Code drafters did not write on a
- Section 2–713’s statutory ancestor is section 67 of the Uniform Sales Act: “Action for Failing to Deliver Goods.” The only important departure in 2–713 from USA § 67 is the choice of the “time when the buyer learned of the breach” as the time for measuring the market. The Uniform Sales Act, in the absence of special circumstances, used “the time or times when they ought to have been delivered, or, if no time was fixed, then at the time of the refusal to deliver.” Except in the anticipatory repudiation cases (see Chapter 6–7
- A final and most persuasive argument in favor of reading “learned of the breach” to mean “time for performance” in anticipatory repudiation cases is the history upon which the Code was built. Pre-Code common law, the Restatement (First) of Contracts, and the Uniform Sales Act all permitted the buyer in an anticipatory repudiation case to recover the contract-market differential at the date for performance.
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Chapter 12 Disclaimers of Warranty Liability and Modification of Buyer’s Remedies 326 results (showing 5 best matches)
- Seller’s contracts, bolstered by Code principles of freedom of contract, can afford significant protection for the seller who wishes to avoid liability that would otherwise arise from implied warranties or from express statements made in the heat of a sales pitch or otherwise. The original section 1–102(3) (section 1–302(a) of the revised Article 1) provides that “[t]he effect of provisions of this Act may be varied by agreement, except as otherwise provided.”
- [I]t is of the very essence of a sales contract that at least minimum adequate remedies be available. If the parties intend to conclude a contract for sale within this Article
- Other courts have found ways around “as is” clauses. A New Jersey court has indicated that the use of an “as is” clause in a contract for the sale of new goods may be inoperative. Gindy Manufacturing Corp. v. Cardinale Trucking Corp.
- Under pre-Code law, a clause providing that the contract “contains the entire agreement of the parties, and that there are no antecedent or extrinsic representations, warranties, or collateral
- the contract for sale has been made. For example, a buyer might sign a purchase agreement for a new car and the next week sign an installment sales contract that contains a printed disclaimer. A disclaimer in a security agreement that is signed subsequent to the signing of the sales agreement should not affect either express or implied warranties created on the earlier date,
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Chapter 11 Defenses to Warranty Actions 158 results (showing 5 best matches)
- By statute or case law many states have now adopted some form of comparative fault in traditional tort cases. Comparative fault principles have begun to seep from negligence actions into strict tort and, recently, into warranty actions.
- Delineation of the boundary between strict liability and the U.C.C. requires appreciation not only of the policy considerations underlying both sets of principles, but also of the role of the Legislature as a coordinate branch of government. By enacting the U.C.C., the Legislature adopted a carefully-conceived system of rights and remedies to govern commercial transactions. Allowing Spring Motors to recover from Ford under tort principles would dislocate major provisions of the Code. For example, application of tort principles would obviate the statutory requirement that a buyer give notice of a breach of warranty, and would deprive the seller of the ability to exclude or limit its liability. In sum, the U.C.C. represents a comprehensive statutory scheme that satisfies the needs of the world of commerce, and courts should pause before extending judicial doctrines that might dislocate the legislative structure.
- It is axiomatic that privity of contract is a prerequisite for a claim of breach of express or implied warranties under the Code.
- Comment 2 to 2–312 makes clear the drafters’ opinion that the implied warranty of title and its corollary of quiet possession is breached if at all, at the time of sale. It reads as follows:
- How do and should these comparative fault principles apply in strict tort and applied warranty actions? To some extent the court’s reaction to an argument for comparative fault in strict liability will depend upon the statute that has been enacted. If the legislature enacts a statute that provides “all products liability actions brought [for] personal injury or property damage” are covered by the comparative rules, presumably the legislature intended to include some warranty actions, and the courts have the responsibility to work comparative fault principles into personal injury, or property damage warranty actions. That was the conclusion of the Michigan Supreme Court applying such a statute in Karl v. Bryant Air Conditioning Co.
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Index 501 results (showing 5 best matches)
Chapter 10 Damages for Breach of Warranty 167 results (showing 5 best matches)
- Sales contracts frequently make repair or replacement of defective parts the buyer’s exclusive remedy. Assuming the seller complies with the sales obligation, the contract ensures the buyer goods of warranted value.
- Because the legal principle of certainty in the plaintiff’s case is indivisible from factual questions about the amount and probity of plaintiff’s evidence, it is difficult to make sensible and useful generalizations about that principle. Often cases cited under the certainty rubric could be as easily explained by saying that the “plaintiff merely failed to prove damages” or “failed to prove plaintiff’s case” or “failed to prove causation.” So stated, the principle is reduced to a homily and that may be what it is.
- Consider why it might be in the interest of a particular plaintiff to state a cause of action in warranty or in tort. First is the statute of limitations. Section 2–725 has a four year statute—longer than most tort statutes—but the statute commences to run from the time of
- principle of reasonable foreseeability traditionally has been applied in an excessively demanding fashion, and that a new formulation is in order. See
- Peters, Remedies for Breach of Contract Relating to the Sale of Goods Under the Uniform Commercial Code: A Roadmap for Article 2, 73 Yale L.J. 199, 269 (1963)
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Table of Cases 145 results (showing 5 best matches)
- East Europe Domestic Int’l Sales Corp. v. Island Creek Coal Sales Co., 78
- Washington Dept. of Fisheries, State of v. J-Z Sales Corp., 180
- Hilmor Sales Co. v. Helen Neushaefer Division of Supronics Corp., 360
- Advanced Computer Sales, Inc. v. Sizemore, 502
- Arthur Glick Truck Sales, Inc. v. Stuphen East Corp., 473, 500, 507
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West Academic Publishing’s Law School Advisory Board 10 results (showing 5 best matches)
- Professor of Law Emeritus, University of San Diego Professor of Law Emeritus, University of Michigan
- Professor of Law, Chancellor and Dean Emeritus, University of California, Hastings College of the Law
- Professor of Law, Pepperdine University Professor of Law Emeritus, University of California, Los Angeles
- Earle K. Shawe Professor of Law, University of Virginia School of Law
- Distinguished University Professor, Frank R. Strong Chair in LawMichael E. Moritz College of Law, The Ohio State University
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Table of Contents 89 results (showing 5 best matches)
- 7–18Applying Section 2–708 to Mutant Sales Contracts,Take or Pay
- Terms of the Contract (Including the Law of Tender, Excuse, and Title Transfer (2–403))
- 3–4Terms Supplied by Gap Filler Provisions of Article 2and General Law
- 2–9The Uniform Electronic Transactions Act (UETA) and Related Law
- c.The Law and Economics Debate over Specific Performance
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Summary of Contents 63 results (showing 5 best matches)
- 7–18Applying Section 2–708 to Mutant Sales Contracts,Take or Pay
- Terms of the Contract (Including the Law of Tender, Excuse, and Title Transfer (2–403))
- 3–4Terms Supplied by Gap Filler Provisions of Article 2and General Law
- 2–9The Uniform Electronic Transactions Act (UETA) and Related Law
- Course of Dealing, Usage of Trade, and Course of Performance
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Preface—Seventh Edition 1 result
Acknowledgments 1 result
- Professors Barnes, Barnhizer, and Snyder, in taking on this project, uniformly agreed that “we are standing on the shoulders of giants.” The contributions of Professor White and Professor Summers to the development of understanding of the U.C.C. by students, practitioners, judges, legislators, and scholars simply cannot be overstated. We are honored to have the privilege of continuing this work.
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Copyright Page 2 results
- The publisher is not engaged in rendering legal or other professional advice, and this publication is not a substitute for the advice of an attorney. If you require legal or other expert advice, you should seek the services of a competent attorney or other professional.
- Printed in the United States of America
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- Publication Date: July 25th, 2017
- ISBN: 9781683285021
- Subject: Commercial Law
- Series: Concise Hornbook Series
- Type: Hornbook Treatises
- Description: This book provides a comprehensive introduction to Articles 1 and 2 of the Uniform Commercial Code (UCC). It provides a useful resource for students and practitioners dealing with sales or contract issues. Students of contracts or sales and any practitioner dealing with sales or contracts issues will profit from this book's use.
