Sales Law : Domestic and International

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  • Edition: 2nd
  • Format: Paperback
  • Copyright: 2008-11-25
  • Publisher: West Academic

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Supplemental Materials

What is included with this book?


Authoritative coverage describes and analyzes the law of sales under Article 2 of the Uniform Commercial Code, as well as under the United Nations Convention on Contracts for the International Sale of Goods. Text provides the framework for sales and governing law, contract formation, implied terms, formal requirements, performance, and risk of loss. Also covers remedies, the rights to goods, and documentary sales.

Author Biography

Clayton P. Gillette, Max E. Greenberg Professor of Contract Law, New York University School of Law Steven D. Walt, Professor of Law and Sullivan Cromwell Research Professor, University of Virginia School of Law, Frank and Ginni Bazler Designated Professor of Law, Ohio State University Mortiz College of Law

Table of Contents

Prefacep. v
Table of Contentsp. ix
Introduction to Sales Lawp. 1
Introduction to the Statutory Development of Commercial Lawp. 1
Article 2 of the UCCp. 1
The United Nations Convention on Contracts for the International Sale of Goodsp. 5
Principles of Sales Contracts - Herein of Default Rulesp. 10
Commercial Contracts as Discrete and Relational Contracts - Herein of Reputationp. 15
Reputation and Relational Contractsp. 15
Reputation Without Repetitionp. 17
Governing Lawp. 21
Scope of Sales Law Under Article 2p. 21
Choice of Law Under the UCCp. 21
Transactions within Article 2: Definition of "Goods"p. 23
Merchantsp. 27
Mixed Sales and Services, Softwarep. 30
Leases and Other Transactional Formsp. 35
The Scope of the CISGp. 40
Choice of Law under the CISGp. 40
Types of Transactions Subject to the CISGp. 49
Exclusionsp. 51
Mixed Sales and Service Contractsp. 53
Leasesp. 55
The Principle of Issue-Displacementp. 56
Formation of the Contractp. 59
Introduction: The Evaluation of Formation Rulesp. 59
Offer and Acceptancep. 62
Article 2's Approach to Formation Rulesp. 62
Irrevocable Offers Under Article 2p. 65
The CISG's Formation Rulesp. 69
Opting Out of the CISG's Formation Rulesp. 69
The CISG's Formation Rules Illustrated: Six Hypotheticalsp. 70
Offer-Varying Acceptance: The Battle of the Formsp. 76
Under Article 2p. 76
Introductionp. 76
Problems in [section] 2-207's Interpretationp. 79
Under the CISGp. 85
Section 2-207 and Article 19 Evaluatedp. 91
Rolling Contracts and Article 2p. 93
Modificationp. 98
Under Article 2p. 98
Under the CISGp. 105
Implied Termsp. 113
Trade Usage, Course of Dealing, Course of Performancep. 113
Under the UCCp. 113
Under the CISGp. 120
Open Termsp. 125
Open Price Terms Under the CISGp. 129
Open Quantity Termsp. 134
Evaluating Supplied Terms: Herein of "Best Efforts"p. 139
Formal Requirementsp. 151
Introduction: Permissive Rules, Mandatory Rules, and Externalitiesp. 151
The Statute of Fraudsp. 153
Introductionp. 153
Justifying the Statute of Fraudsp. 155
Article 2's Statute of Fraudsp. 157
Section 2-201's Statutory Requirementsp. 157
Exceptions to the Statute of Fraudsp. 161
Ethics and the Statute of Fraudsp. 166
The CISG and the Statute of Fraudsp. 168
The Parol Evidence Rulep. 173
Article 2's Parol Evidence Rule: [section] 2-202 Outlinedp. 173
Excluding Trade Usagep. 176
Two Standards of Contradictionp. 176
The Process of Exclusionp. 179
Warranties and the Parol Evidence Rulep. 180
The CISG and the Parol Evidence Rulep. 183
Is the Parol Evidence Rule Displaced?p. 183
Contracting for the Parol Evidence Rulep. 188
Unconscionabilityp. 189
Under the UCCp. 189
Section 2-302's Standard of Unconscionabilityp. 190
Unconscionability Appliedp. 192
Unconscionability Evaluatedp. 197
The CISG and the Domestic Law of Unconscionabilityp. 198
Performancep. 203
Introduction: Allocating Losses and Monitoring Performancep. 203
Insecurity and Adequate Assurances of Performancep. 205
Under the UCCp. 205
Introductionp. 205
Demand for Adequate Assurancesp. 207
Reasonable Grounds for Insecurityp. 208
Adequate Assurances of Performancep. 210
Suspending Performance Under the CISGp. 211
Anticipatory Repudiationp. 214
Under the UCCp. 214
Under the CISGp. 218
Tender, Acceptance, Rejection, Cure Under the UCCp. 219
Tender and Inspectionp. 219
Inspection in Documentary Transactionsp. 222
Acceptance and Rejectionp. 226
Introduction: Neutralizing Strategic Behaviorp. 226
Perfect Tenderp. 228
What Constitutes Acceptance?p. 231
Burden of Proof Concerning Defectsp. 233
Acts Inconsistent With Seller's Ownershipp. 234
Buyer's Obligations on Rejectionp. 237
Curep. 240
Introductionp. 240
Technical Requirementsp. 241
Curing with a Conforming Tenderp. 243
Cure in the Courts: Repair and Interpretationp. 245
Revocation of Acceptancep. 249
Introductionp. 249
Substantial Impairment "to Him"p. 255
Post-Revocation Curep. 258
Inspection, Avoidance, and Cure under the CISGp. 260
Inspection and Notice of Defectsp. 260
Cure and Avoidance Under the CISGp. 264
The Burden of Proving Nonconformity Under the CISGp. 270
Excusep. 274
Introductionp. 274
Under the UCCp. 275
Under the CISGp. 282
Risk of Lossp. 293
Introduction: Loss Allocation in Transactional Settingsp. 293
Risk of Loss Under the UCCp. 294
Risk of Loss Where Seller Retains the Goodsp. 295
Risk of Loss Where Goods are Held by a Baileep. 296
Risk of Loss During Transitp. 299
Opting Out of Risk of Loss Provisionsp. 303
Risk of Loss in the Event of Breachp. 305
Risk of Loss Under the CISGp. 308
When Does Risk of Loss Pass?p. 308
Risk of Loss in the Event of Breachp. 314
Burden of Proofp. 316
Warrantiesp. 317
Introduction: Allocating the Risk of Qualityp. 317
Warranties Under the UCCp. 320
Express Warrantiesp. 320
Who Can Make the Warranty?p. 320
How is the Warranty Created?p. 320
Basis of the Bargainp. 324
Advertising and Warrantyp. 327
Post-Bargain Warrantiesp. 330
Implied Warranty of Fitness for a Particular Purposep. 331
Who Can Make the Warranty?p. 331
How is the Warranty Created?p. 331
Implied Warranty of Merchantabilityp. 333
Who Can Make the Warranty?p. 333
How is the Warranty Created?p. 335
Disclaiming Warrantiesp. 342
Should Warranties be Disclimable?p. 342
Disclaiming Warranties Under [section] 2-316p. 344
Who Receives the Benefit of Warranties? Herein of Privity and Personal Injuryp. 347
Federal Law and UCC Warranties of Qualityp. 351
Introductionp. 351
The Magnusson-Moss Warranty Actp. 351
Preemption by Federal Lawp. 356
Warranty of Good Titlep. 358
"Warranties" Under the CISGp. 361
Remediesp. 369
Introduction: Allocating the Loss of Transactional Breakdownp. 369
Money Damagesp. 372
Under the UCCp. 372
Substitute Performance: Resale and Cover Under [section] 2-706(1) and [section] 2-712(1)p. 372
Market Price Damagesp. 378
Proof Costsp. 378
Election of Remediesp. 381
Lost Profits: [section] 2-708(2)p. 386
Measuring Lost Profitsp. 387
Recovering Lost Profits Under [section] 2-708(2)p. 389
The Accepting Buyer's "Value Difference"p. 395
[section] 2-714(2)'s Measure of "Value"p. 395
The Relation Between [section] 2-714(1) and (2)p. 395
Measuring Damages for Breach of Warranty of Titlep. 400
Under the CISGp. 403
Substitute Performance: Article 75p. 406
Market Price Damages: Article 76p. 408
Reduction of the Pricep. 410
Article 50's Formulap. 410
Article 50's Usep. 412
Why Allow Price Reduction?p. 413
Interest and its Calculationp. 415
Specific Reliefp. 418
Under the UCCp. 418
Seller's Action for the Pricep. 418
[section] 2-709's Technical Requirementsp. 418
[section] 2-709's Justificationp. 420
Specific Performancep. 422
Under the CISGp. 428
The Routine Availability of Specific Reliefp. 428
Article 28's Restriction of Specific Reliefp. 429
Contractually Stipulated Remediesp. 432
Liquidated Damagesp. 432
Remedy Limitations and Damage Exclusionsp. 437
Allocating Risk of Nonconformityp. 437
The Relation Between Damage Exclusions and Remedy Limitationsp. 440
The CISG: Liquidated Damages, Remedy Limitations, and Damage Exclusionsp. 443
Right to Goods: Bona Fide Purchase and Reclamationp. 447
Good Faith Purchase Rulesp. 447
The Nemo Dat Principle and Its Exceptionsp. 447
The Reach of "Voluntary Transaction"p. 453
"Entrustment" and the Passage of Titlep. 454
Seller's Right to Recover and Reclaim Goodsp. 457
Goods-Oriented Remedies Under the CISGp. 461
Documentary Salesp. 465
Introduction: Allocating Performance Risksp. 465
Payment Terms: Letters of Credit and Payment Risksp. 467
Introductionp. 467
Formal Requirementsp. 473
Issuer's Duty to Pay: Strict Compliance Standardp. 475
Issuer's Duty to Pay: Waiver, Estoppel and Preclusionp. 484
The Issuer's Right Not To Pay: The Independence Principle and the Fraud Exceptionp. 492
The Independence Principlep. 492
The Fraud Exceptionp. 493
Two Types of Fraudp. 494
What is Fraud?p. 497
The Protected Class of Presenters: [section] 5-109(a)(1)p. 501
Justificationp. 507
Justifying [section] 5-109(a)(1)'s Protectionp. 507
Justifying the Fraud Exceptionp. 511
Table of Casesp. 517
Indexp. 525
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