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    Special Rules For Sales Contracts: Michael Fricke

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    Alessia Rodriguez V
    The document provides an overview of key concepts from Uniform Commercial Code Article 2 relating to sales of goods, including: 1) UCC Article 2 creates special rules for sales contracts of goods that override some common law rules. 2) Article 2 covers issues like contract formation, title and risk of loss transfer, warranties, and rights of non-owners who unlawfully sell goods. 3) The document is broken into multiple modules and lessons that explain concepts like when title and risk of loss transfer in different sale scenarios, how warranties work, and exceptions for stolen or entrusted goods.

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    Special Rules For Sales Contracts: Michael Fricke

    Uploaded by

    Alessia Rodriguez V
    23 views32 pages
    The document provides an overview of key concepts from Uniform Commercial Code Article 2 relating to sales of goods, including: 1) UCC Article 2 creates special rules for sales contracts of goods that override some common law rules. 2) Article 2 covers issues like contract formation, title and risk of loss transfer, warranties, and rights of non-owners who unlawfully sell goods. 3) The document is broken into multiple modules and lessons that explain concepts like when title and risk of loss transfer in different sale scenarios, how warranties work, and exceptions for stolen or entrusted goods.

    Original Description:

    EE22

    Original Title

    Module 2

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    The document provides an overview of key concepts from Uniform Commercial Code Article 2 relating to sales of goods, including: 1) UCC Article 2 creates special rules for sales contracts of goods that override some common law rules. 2) Article 2 covers issues like contract formation, title and risk of loss transfer, warranties, and rights of non-owners who unlawfully sell goods. 3) The document is broken into multiple modules and lessons that explain concepts like when title and risk of loss transfer in different sale scenarios, how warranties work, and exceptions for stolen or entrusted goods.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Flag for inappropriate content
    Download as pdf or txt
    23 views32 pages

    Special Rules For Sales Contracts: Michael Fricke

    Uploaded by

    Alessia Rodriguez V
    The document provides an overview of key concepts from Uniform Commercial Code Article 2 relating to sales of goods, including: 1) UCC Article 2 creates special rules for sales contracts of goods that override some common law rules. 2) Article 2 covers issues like contract formation, title and risk of loss transfer, warranties, and rights of non-owners who unlawfully sell goods. 3) The document is broken into multiple modules and lessons that explain concepts like when title and risk of loss transfer in different sale scenarios, how warranties work, and exceptions for stolen or entrusted goods.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Flag for inappropriate content
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    of 32

    Gies College of Business at Illinois

    Department of Accountancy

    Special Rules for Sales


    Contracts
    Module 2

    Michael Fricke
    Module 2 Lesson 1

    Introduction to UCC
    Article 2
    Introduction to UCC
    Article 2

    What is the Uniform Commercial


    Code?
    UCC Article 2: Sales of Goods
    Creates special rules for sales of
    goods
    Introduction to UCC
    Article 2

    Goods v. Services – Predominant


    factor test
    Introduction to UCC
    Article 2

    Merchants – A special type of


    people under Article 2
    Module 2 Lesson 2

    UCC Article 2
    Contract Formation
    Recall the Elements of a
    Valid Contract:
    Agreement (offer & acceptance)
    Consideration
    Capacity
    Legality
    Satisfies the Statute of Frauds
    UCC Article 2: Offers

    Open terms allowed


    UCC Article 2:
    Acceptances

    Seller can accept by shipping


    goods
    Accommodation shipment as
    acceptance
    UCC Article 2:
    Consideration

    No new consideration needed to


    modify a contract
    UCC Article 2: Capacity
    & Legality

    Same rules as common law


    contracts!
    UCC Article 2: Statute of
    Frauds
    Sale of goods > $500 must be in
    writing
    Exceptions:
    Buyer has accepted goods

    Specially manufactured goods

    Admission in court
    Parole Evidence Rule

    For ambiguous contract terms


    under Article 2:
    • First, course of performance
    • Second, course of dealing
    • Third, industry usage
    Module 2 Lesson 3

    Title to Goods & Risk of


    Loss: No Breach
    Title to Goods & Risk of
    Loss: No Breach

    When do title and risk of loss


    transfer when selling goods?
    And why do we care?
    This lesson: No breach of contract
    Shipment Contracts

    Shipment contracts = Call for use


    of a common carrier
    Title & risk of loss both transfer
    when goods delivered to common
    carrier
    Destination Contract

    Destination Contract = Seller to


    deliver goods to buyer
    Title & risk of loss both transfer
    upon delivery
    Title Passes

    Goods delivered at seller’s location


    Title passes when goods are identified or a document of title
    is given
    Risk of loss passes…
    If seller is a merchant: when the buyer picks up the goods

    If seller is not a merchant: upon tender of delivery


    Module 2 Lesson 4

    Title to Goods & Risk of


    Loss: Breach
    Title to Goods & Risk of
    Loss: Breach

    How does a breach of contract


    affect transfer of title & risk of loss?
    Transfer of title is not affected
    Title to Goods & Risk of
    Loss: Breach

    Risk of loss upon buyer breach


    Risk transfers to buyer at the time
    of breach
    Title to Goods & Risk of
    Loss: Breach

    Risk of loss upon seller breach


    Usually happens when
    nonconforming goods are sent
    Risk of loss stays with seller until
    acceptance or cure
    Module 2 Lesson 5

    Sale of Goods by
    Non-Owners
    Sale of Goods by Non-Owners
    Question: If someone unlawfully
    sells goods that belong to you, can
    you get them back?
    Answer: Depends on how they got
    the goods
    General rule: You can always
    recover damages from the
    wrongdoer
    Goods Obtained via
    Fraud

    Seller has voidable title to the


    goods
    Can be reclaimed unless sold to a
    good faith purchaser for value
    Stolen Goods

    Seller’s title is void


    All subsequent transfers are void
    Entrusted Goods

    Seller can transfer good title, if:


    Seller is a merchant

    Sale takes place in ordinary course of


    business
    Module 2 Lesson 6

    Warranties for Sales of


    Goods
    What is a Warranty?

    Types of warranties
    Express

    Implied
    Warranties for Sales of
    Goods

    Express warranty: Affirmative


    promise of fact
    Not statements of opinion
    Effect of breach of express
    warranty
    Implied Warranties

    Implied warranty of good title


    Implied warranty of fitness for a
    particular purpose
    Implied warranty of merchantability
    Implied warranty of trade usage
    Warranty Disclaimers

    “As-is” disclaimer
    Implied warranty of fitness for a
    particular purpose disclaimer
    Implied warranty of merchantability
    disclaimer
    Express warranties cannot be
    disclaimed

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