UCC: Sales and Secured Transactions Outline
Course Overview 1. What is a Sales System: a. Goal of a Sales System: to transfer ownership for a price. i. Article 2 creates a structural context to facilitate the transfer of ownership from Sellers to buyers include: 1. Creation a market to facilitate the exchange. 2. Provides a set of standards that govern the exchange unless modified by the parties (Gap Filling Function) 3. Provides a set of delivery instructions to facilitate possessory, legal and symbolic transfer from Seller to Buyer. 4. Provides enforcement of contract terms and remedies. ii. The Primary Body of Law: UCC (State Law) iii. Comparison to Real Estate: 1. The goal is the same -- to transfer an interest in real estate either use or ownership. 2. Primary Functions: a. To facility the transfer b. Many actors and practices are involved c. Mostly common law iv. Special Issues to Consider: 1. International Sales of Goods 2. Leases 3.Security Interests (MOST IMPORTANT) v. Code Courses: Basic Approach 1. Read the Code 2. Diagram the transaction 3. Read the definition and Official Comments following each provision 4. Tab the Code book 5. Work the Problems 6. Additional CALI problems are available on TWEN Site. vi. Basic Question for Code Courses: 1. How to create the transaction? 2. How to enforce the transaction? 3. How to remedy a breach of the transaction? 4. Are there any special problems which must be addressed? vii. Focus on Sales of Goods: 1. Goods Defined (Under 2-105) 2. Industry Specific Practice 3. Relationship between Buyer and Seller 4. Rules of Offer and Acceptance Revisited with regard to Sales and the Process 5. Statute of Frauds 6. Parol Evidence Rule (Goal to determine what was party's intent)
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Assignment 13: Closing the Sale with Sales of Goods a.Acceptance 2-606 i. (1) Acceptance of goods occurs when the buyer 1. (a) after a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he will take or retain them in spite of their non-conformity; OR 2. (b) fails to make an effective rejection (subsection(1) of 2-602) but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; OR 3. (c) does an act inconsistent with the seller's ownership; but is such act is wrongful as against the seller it is an acceptance only if ratified by him. ii. (2) Acceptance of part of any commercial unit is acceptance of entire unit. b. Basically Three Ways in which a buyer will be deemed to have "accepted" goods: 1. An affirmative signification that buyer has accepted; 2. Failure to reject goods following reasonable opportunity to inspect; 3. An act by the buyer that is inconsistent with the seller's ownership ii. How do you know the goods are conforming? 1. Look at the contract or etc. to understand the expectations. 2.Expect Perfect Tender -- what I ordered is what I got. 3. The inspection depends o