Commercial Transactions : Sales, Leases and Licenses

by Speidel, Richard E.; Rusch, Linda J.

• ISBN13: 9780314252050
• ISBN10: 0314252053
• Format: Hardcover
• Copyright: 2001-03-01
• Publisher: West Group

Table of Contents

Preface	v
Acknowledgments	vii
Table of Cases	xxxi
Table of Statutes and Regulations	xli
Table of Secondary Authorities	liii
Part One: Nature and Scope of Commercial Codes	1	(102)
The Nature and Sources of Commercial Law	1	(36)
A Brief Curricular Note to the Student	1	(1)
Origins of the Need for Commercial Law	2	(4)
The Uniform Commercial Code and its Antecedents: Codification of Commercial Law	6	(9)
What Kind of a Code Is the Uniform Commercial Code?	15	(1)
The Special Pitgalls in Using the Uniform Commerical Code (And Similar Codes)	16	(5)
Commercial Law Not in the Uniform Commercial Code	21	(2)
The Convention on Contracts for the International Sale of Goods (CISG)	23	(1)
The Nature and Scope of Article 1: An Exercise in Code Methodology	24	(13)
Article 1: Nature and Scope	24	(1)
Accord and Satisfaction: An Exercise in Code Methodology	25	(12)
Scope: What Law Applies to the Transaction	37	(66)
Business Background	37	(1)
A Roadmap to the Sales and Leases Articles of the UCC	38	(15)
The Agreement Stage	38	(2)
The Post-Agreement-Pre-Shipment Stage	40	(2)
The Stage of Getting the Goods or Documents Therefor to the Buyer	42	(2)
The Receipt-Inspection Stage	44	(5)
The Payment Stage	49	(2)
Finance Leases	51	(1)
Special Problems of Third Party Rights in a Lease Transaction	52	(1)
Conclusion	52	(1)
The Scope of Article 2 and Article 2A	53	(21)
Analysis of the Scope of Article 2	53	(2)
Lease and Security Interest Distinguished: Scope of Article 2A	55	(3)
Mixed Transactions	58	(15)
United Nations Convention on Contracts for the International Sale of Goods (CISG)	73	(1)
Some Basic Concepts in Article 2	74	(26)
Introduction	74	(2)
Agreement, Not Promise, as the Foundation Stone	76	(2)
The Article Two ``Merchant'' Concept	78	(7)
Power to Contract Out of the Statute	85	(3)
Legal Controls on Contractual Behavior: Unconscionability and Good Faith	88	(12)
Supplemental General Principles	100	(1)
Choice of Law and Choice of Forum	101	(2)
Part Two: Formation and Terms of the Contract	103	(194)
Three Contract Formation	103	(48)
Introduction	103	(2)
Offer and Acceptance: The Basics	105	(10)
Offer and Acceptance-the Battle of the Forms and UCC 2-207	115	(20)
Electronic Contracting	135	(3)
The Statute of Frauds	138	(13)
History and Purposes	138	(1)
Illustrative Problems and Cases	139	(12)
Terms of the Agreement: Sources and Meaning	151	(54)
Pre-Contract Facts or Events Which Vary, Supplement or Give Meaning to the Agreement	151	(23)
The Effect of Open Terms and Reserved Discretion	174	(31)
Introduction: The UCC as a Source of Suppletive Terms	174	(5)
Disputes over Quantity and Price	179	(1)
Quantity	180	(11)
The Price Term	191	(14)
Breach of Warrenty as to the Quality of the Product Sold	205	(92)
Introduction	205	(6)
Warranty Theory: Some History	205	(4)
Warranties Under the Code: An Introduction	209	(2)
Non-Compliance with Express Warranties	211	(29)
Non-compliance with Implied Warranties	240	(33)
Introduction	240	(1)
Merchantability	241	(17)
Fitness for Particular Purpose	258	(7)
Proof of Breach: Effect of Lack of Causation and Plaintiff's Contributory Behavior	265	(8)
Disclaimers and Limitations of Warranties	273	(9)
Finance Leases and Licenses	282	(10)
Finance Leases	282	(9)
Warranties under UCITA	291	(1)
Extension of Warranties Beyond Immediate Transferee	292	(5)
Express Warranties	292	(1)
Implied Warranties	293	(4)
Part Three: Performance of the Contract	297	(208)
Delivery, Access and Payment	297	(82)
Mechanics of Tender, Access and Payment	297	(28)
Gap Fillers Regarding Delivery, Access and Payment	297	(7)
Right to Inspect	304	(10)
Payment in Documentary Transactions	314	(1)
When is Payment Due?	314	(1)
How is Payment Made?	315	(8)
Payment by Letter of Credit	323	(2)
Rejection, Acceptance and Revocation of Acceptance	325	(52)
Rejection	325	(2)
Good Faith as a Limit on the Right to Reject	327	(1)
The Right to Cure as a Limit on the Right to Reject and Cancel	328	(9)
Rejection in Installment Contracts	337	(10)
Procedural Requirements of Effective Rejection	347	(1)
Buyer's Duties Regarding Rejected Goods	348	(7)
Acceptance	355	(12)
Revocation of Acceptance	367	(10)
Termination	377	(2)
Excuse from or Adjustment of the Contract for Changed Circumstances	379	(44)
Introduction	379	(1)
Relief from Changed Circumstances	380	(30)
Loss of Identified Goods	380	(5)
Force Majeure Events After Contract Formation	385	(11)
Incentive Events: Excuse When the Market Crashes or Soars	396	(14)
Enforceability of Agreed Adjustments	410	(13)
Risk of Loss and Insurance	423	(26)
Ground Rules	423	(2)
Risk of Loss in the Absence of Breach	425	(21)
Seller Has No Obligation to Ship Goods; Goods in Possession of Bailee	425	(10)
Shipment and Destination Contracts	435	(11)
Effect of Beach on Risk of Loss	446	(3)
Property Rights	449	(56)
Title and Identification	449	(3)
Title	449	(2)
Identification	451	(1)
Buyer's, Lessee's and Licensee's Property Rights to the Product, Including Rights of Third Persons	452	(28)
Introduction	452	(1)
Obtaining the Product	452	(7)
Rights as Against Third Persons	459	(1)
Ownership Interests	459	(15)
Creditor's Interests	474	(6)
Seller's, Lessor's and Licensor's Rights to the Product, Including Rights of Third Persons	480	(10)
Introduction	480	(1)
Possession Retained by Seller	481	(2)
Recovery After Possession Delivered to Buyer	483	(1)
Credit Sales	483	(3)
Cash Sales	486	(1)
Consignments	487	(3)
Warranty of Title, Non-Interference, and Against Infringement	490	(11)
Assignment and Delegation	501	(4)
Part Four: Breach of Contract and Remedies	505	(174)
Remedies: Insecurity, Repudiation and Failure to Tender Agreed Performance	505	(82)
Insecurity and Repudiation	507	(19)
Insolvency and Prospective Inability	507	(4)
Repudiation	511	(5)
Installment Contracts	516	(8)
Cancellation	524	(2)
Remedies of Seller, Lessor, and Licensor	526	(41)
Action for the Price	526	(4)
Resale, Release, or Substitute Transactions	530	(8)
Contract-Market Damages	538	(11)
Lost Profit	549	(13)
Incidental and Consequential Damages	562	(5)
Remedies of Buyer, Lessee, or Licensee	567	(20)
Cover	568	(8)
Market-Contract Damages	576	(7)
Consequential and Incidental Damages	583	(4)
Non-Conforming Performance and Accepted Products: Damages for Breach	587	(44)
Reprise of Rejection, Acceptance and Revocation of Acceptance	587	(1)
Effect of Accepting a Nonconforming Performance; Notice	588	(9)
Damages for Accepted Performance	597	(20)
Direct Damages	597	(2)
Incidental and Consequential Damages	599	(18)
Products Liability Law	617	(14)
Injury to Person and Property	617	(4)
The ``Economic Loss'' Doctrine	621	(10)
Limitations on Remedies for Breach of Contract	631	(48)
Agreed Limitations on Remedies	631	(22)
Liquidated Damages	631	(9)
Limited Remedies	640	(13)
Consumer Protection Law	653	(16)
Federal Law: FTC and Magnuson-Moss Warranty Act	654	(11)
State Law: ``Lemon'' Laws	665	(4)
The Statute of Limitations	669	(10)
Index	679