EDITABLE AUTHOR ORIGINAL
Sales and Leases: A Problem-based Approach
first Edition
Scott J. Burnham, Kristen Juras
Scott J. Burnham, Kristen Juras
2018  
Law
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Sales and Leases: A Problem-based Approach

About the Book

Sales and Leases is a coursebook for a 3-credit course in personal property sales and leases – the subject matter of UCC Articles 2 and 2A. Adjustments could be made for other credit allocations and chapters can be used on a stand-alone basis. The course is designed so that students both review the rules and principles they studied in their first-year course in Contracts and learn the rules that apply to the subset of contracts for the sale and lease of goods. Students taking this course should be well-prepared to solve legal problems in contracts and sales, and should be well-prepared for those parts of the bar exam as well.

Scott J. Burnham & Kristen Juras, SALES AND LEASES: A Problem-based Approach, Published by CALI eLangdell Press. Available under a Creative Commons BY-NC-SA 4.0 License.

CALI® and eLangdell® are United States federally registered trademarks owned by the Center for Computer-Assisted Legal Instruction. The cover art design is a copyrighted work of CALI, all rights reserved. The CALI graphical logo is a trademark and may not be used without permission.

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About the Contributors

Author(s)

Professor Scott J. Burnham teaches in the areas of contracts, commercial law, and intellectual property. Professor Burnham received his J.D. and LL.M. degrees from New York University School of Law in 1974 and 1981. Between degrees, he practiced in New York City with London, Buttenweiser, Bonem & Valente, and then as a sole practitioner. He has been a visiting professor at Santa Clara, Tennessee, Western New England, Memphis, UNLV, Hawaii, Ohio State, Cardozo, Montevideo (Uruguay), and Vytautas Magnus (Lithuania). He is the author of numerous law review articles in the fields of contracts, consumer law and legal education, and two books on drafting published by The Michie Company: The Contract Drafting Guidebook, which is written for practitioners, and Drafting Contracts, 2nd ed., which is written for law students. He is a member of the ALI.

Professor Kristen Juras has taught contracts, UCC Article 2, property, business, international law and other classes at the University of Montana School of Law since 2000. She is the coauthor of the Law of the Sea in a Nutshell (West 2009) and Cases and Materials on the Law of the Sea (Brill 2015). Prior to teaching, Professor Juras practiced transactional and commercial law for more than twenty years, including serving as general counsel for a publicly traded corporation.

 

Table Of Contents
  • Introduction - Introduction
    • About the Authors
    • About CALI eLangdell Press
    • Notices
  • Chapter One - Introduction to the Uniform Commercial Code and Article 1
    • 1.1 - History of the UCC
    • 1.2 - Purposes of the UCC
    • 1.3 - Variation of UCC Provisions by Agreement
    • 1.4 - Good Faith
    • 1.5 - Unconscionability
    • 1.6 - Hierarchy of Construction
    • 1.7 - Supplementation by Other Law
    • 1.8 - Choice of Law
  • Chapter Two - Introduction to UCC Article 2
    • 2.1 - Scope of Article 2: Transactions in Goods
    • 2.2 - Mixed Transactions
    • 2.3 - Application of Article 2 to Sales of Computer Software
    • 2.4 - The Article 2 “Merchant” Rules
    • 2.5 - Special Cases Regarding “Merchant” Status
  • Chapter Three - Formation of a Contract under the UCC
    • 3.1 - Common Law Principles of Contract Formation
    • 3.2 - Relaxed Formation Rules under the UCC
    • 3.3 - Offer and Acceptance
    • 3.4 - Uniform Electronic Transactions Act
  • Chapter Four - Battle of the Forms
    • 4.1 - Introduction
    • 4.2 - First Step: Work through Section 2-207(1) before the Comma
    • 4.3 - Second Step: Look for Language Sufficient to Satisfy Section 2-207(1) after the Comma
    • 4.4 - Third Step: Determine the Effect of Different or Additional Terms
    • 4.5 - Conclusion
  • Chapter Five - Statute of Frauds
    • 5.1 - Statute of Frauds – the General Rule
    • 5.2 - The Confirmation between Merchants Exception
    • 5.3 - Exceptions Applicable to Merchants and Non-Merchants
    • 5.4 - Estoppel
    • 5.5 - Writings Signed by Agents
  • Chapter Six - Warranties Implied by Law
    • 6.1 - Introduction to Warranties
    • 6.2 - Warranties of Title
    • 6.3 - Warranty Against Infringement
    • 6.4 - Implied Warranty of Merchantability
    • 6.5 - Merchantability Standards
    • 6.6 - Merchantability of Used Goods
    • 6.7 - Special Standards of Merchantability for Food
    • 6.8 - Merchantability of Inherently Dangerous Goods
    • 6.9 - Implied Warranty of Fitness for a Particular Purpose
    • 6.10 - Other Implied Warranties
  • Chapter Seven - Express Warranties and Warranties Given by Remote Sellers
    • 7.1 - Creation of Express Warranties
    • 7.2 - Basis of the Bargain
    • 7.3 - Warranties Given by Remote Sellers
      • 7.3.1 - Express Warranties of Remote Sellers
      • 7.3.2 - Implied Warranties of Remote Sellers
      • 7.3.3 - Notice of Breach
  • Chapter Eight - Disclaimer of Warranties; Magnuson-Moss Warranty Act; Third Party Beneficiaries under § 2-318
    • 8.1 - Disclaimer of Warranties
      • 8.1.1 - Conflicting Warranties
      • 8.1.2 - Statutory Disclaimer of Warranties and Statutory Prohibitions
      • 8.1.3 - Disclaimer of Express Warranties
      • 8.1.4 - Disclaimer of Implied Warranties
      • 8.1.5 - Disclaimer of Warranties of Title and Against Infringement
      • 8.1.6 - Post-Sale Disclaimers
      • 8.1.7 - Limitations of Remedy
    • 8.2 - Magnuson-Moss Warranty Act
      • 8.2.1 - Introduction to the Magnuson-Moss Warranty Act
      • 8.2.2 - Warranties under the Act
    • 8.3 - Third Party Beneficiaries
      • 8.3.1 - Privity
      • 8.3.2 - UCC § 2-318
      • 8.3.3 - Alternatives
      • 8.3.4 - Remote Sellers under UCC § 2-318
      • 8.3.5 - Interplay of Disclaimers and Privity
  • Chapter Nine - Parol Evidence Rule; Contract Modification
    • 9.1 - The Common Law Parol Evidence Rule
      • 9.1.1 - Purpose
      • 9.1.2 - Meaning of “Parol” Evidence
      • 9.1.3 - Exceptions
      • 9.1.4 - Final Written Expression
      • 9.1.5 - Necessary Elements
    • 9.2 - UCC Parol Evidence Rule
    • 9.3 - Contract Modification
      • 9.3.1 - Modification
      • 9.3.2 - Statute of Frauds
      • 9.3.3 - Waiver
  • Chapter Ten - Delivery Terms and Title Issues
    • 10.1 - Delivery Terms
      • 10.1.1 - Identification of Goods
      • 10.1.2 - When Does Identification Occur?
      • 10.1.3 - Tender of Delivery
      • 10.1.4 - Common Carrier Contracts
      • 10.1.5 - Risk of Loss
      • 10.1.6 - Bailment Contracts
      • 10.1.7 - Choice of Law
    • 10.2 - Title
      • 10.2.1 - Passage of Title
      • 10.2.2 - Transferor’s Title
      • 10.2.3 - Good Title
      • 10.2.4 - Voidable Title
      • 10.2.5 - Void Title
      • 10.2.6 - Good Faith Purchaser for Value
      • 10.2.7 - Entrustment
  • Chapter Eleven - Impracticability (Excuse by Failure of Presupposed Conditions)
    • 11.1 - Common Law
    • 11.2 - The UCC Scheme: § 2-615
    • 11.3 - Failure of Basic Assumption
    • 11.4 - Impracticability
    • 11.5 - Notice
    • 11.6 - Allocation
    • 11.7 - Section 2-616
    • 11.8 - Section 2-613
    • 11.9 - Section 2-614
    • 11.10 - Use of Force Majeure Clauses
  • Chapter Twelve - UCC Perfect Tender Rule; Seller’s Right to Cure
    • 12.1 - Material Breach versus Immaterial Breach
    • 12.2 - Perfect Tender Rule
    • 12.3 - Qualifications to the Perfect Tender Rule
    • 12.4 - Timing and Notice of Rejection
    • 12.5 - Seller’s Right to Cure
    • 12.6 - Installment Contracts
    • 12.7 - Buyer’s Duties in Event of Rejection
    • 12.8 - Summary: The Code Scheme for Delivery
  • Chapter Thirteen - Acceptance; Revocation of Acceptance
    • 13.1 - Acceptance
    • 13.2 - Effect of Acceptance
    • 13.3 - Revocation of Acceptance
    • 13.4 - Return of Goods after Revocation
    • 13.5 - Effect of Breach on Risk of Loss
  • Chapter Fourteen - Anticipatory Repudiation
    • 14.1 - Common Law Development of Anticipatory Repudiation
    • 14.2 - Remedies at Common Law
    • 14.3 - UCC Rules Governing Anticipatory Repudiation
    • 14.4 - Common Law Still Relevant
    • 14.5 - Rights of Non-Repudiating Party under § 2-610
    • 14.6 - Retraction
    • 14.7 - Seller’s Right of Reclamation
  • Chapter Fifteen - Common Law Remedy Principles and Seller’s Remedies under the UCC
    • 15.1 - Common Law Remedy Principles
      • 15.1.1 - Basic Common Law Remedy Concepts
      • 15.1.2 - Purpose of Remedies
      • 15.1.3 - Material versus Immaterial Breach and Effect on Remedies
      • 15.1.4 - Terminology
      • 15.1.5 - Non-compensatory Damages
      • 15.1.6 - Burden of Proof
    • 15.2 - UCC Seller Remedies
      • 15.2.1 - Summary of Seller Remedies
      • 15.2.2 - Recovery of Purchase Price
      • 15.2.3 - Remedy of Resale
      • 15.2.4 - Market Price Remedy
      • 15.2.5 - Lost Profit
      • 15.2.6 - Unfinished Goods
  • Chapter Sixteen - Buyer Remedies under the UCC
    • 16.1 - Summary of Buyer Remedies
    • 16.2 - Remedies Where Buyer Accepts Non-conforming Goods
    • 16.3 - Notice
    • 16.4 - Buyer’s Remedy of “Cover.”
    • 16.5 - Buyer’s Remedy of Market Price Damages
    • 16.6 - Specific Performance
  • Chapter Seventeen - Limitation of Remedies
    • 17.1 - Freedom of Contract
    • 17.2 - Liquidated Damages Clauses
    • 17.3 - Limitation of Remedies under § 2-719
  • Chapter Eighteen - Statute of Limitations
    • 18.1 - Introduction
    • 18.2 - Duration – How long is it?
    • 18.3 - Accrual -- What event starts it running?
    • 18.4 - Suits against Manufacturers and Remote Sellers
    • 18.5 - Indemnity
    • 18.6 - Breach of Warranties for Future Performance
    • 18.7 - Promises to Repair or Replace
    • 18.8 - Tolling -- what events toll it (keep it from running)?
  • Chapter Nineteen - Assignment and Delegation
    • 19.1 - Introduction
    • 19.2 - Delegation of duty
    • 19.3 - Assignment of rights
    • 19.4 - Prohibition of assignment and delegation
  • Chapter Twenty - Article 2A -- Leases of Goods
    • 20.1 - History of Article 2A
    • 20.2 - Definition of Lease
    • 20.3 - Lease or Security Interest?
    • 20.4 - Consumer Leases
    • 20.5 - Finance Leases
    • 20.6 - Lease-Purchase Agreements
    • 20.7 - Provisions of Article 2A
    • 20.8 - Remedies

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