Chapter 19 - Formation and terms of sales contracts. Learning objectives of this chapter include: Analyze whether common law or the UCC applies to a sale of goods, explain the meaning of voidable title and when title to goods passes from seller to buyer, apply UCC’s rules about risk of loss, distinguish between sale or return and sales on approval. | Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved. McGraw-Hill/Irwin 4 Formation and Terms of Sales Contracts Product Liability Performance of Sales Contracts Remedies for Breach of Sales Contracts Sales P A R T Formation and Terms of Sales Contracts P A E T R H C 19 Merchants have no country. The mere spot they stand on does not constitute so strong an attachment as that from which they draw their gains. Thomas Jefferson, . president and merchant, in a letter to Horatio G. Spafford (March 17, 1814) Learning Objectives Analyze whether common law or the UCC applies to a sale of goods Explain the meaning of voidable title and when title to goods passes from seller to buyer Apply UCC’s rules about risk of loss Distinguish between sale or return and sales on approval The Uniform Commercial Code (UCC or Code) govern most commercial transactions within the United States Under UCC Article 2, a sale of goods involves the transfer of ownership to tangible personal | Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved. McGraw-Hill/Irwin 4 Formation and Terms of Sales Contracts Product Liability Performance of Sales Contracts Remedies for Breach of Sales Contracts Sales P A R T Formation and Terms of Sales Contracts P A E T R H C 19 Merchants have no country. The mere spot they stand on does not constitute so strong an attachment as that from which they draw their gains. Thomas Jefferson, . president and merchant, in a letter to Horatio G. Spafford (March 17, 1814) Learning Objectives Analyze whether common law or the UCC applies to a sale of goods Explain the meaning of voidable title and when title to goods passes from seller to buyer Apply UCC’s rules about risk of loss Distinguish between sale or return and sales on approval The Uniform Commercial Code (UCC or Code) govern most commercial transactions within the United States Under UCC Article 2, a sale of goods involves the transfer of ownership to tangible personal property in exchange for money, other goods, or the performance of services Does not specifically apply to trade in services The UCC and Sale of Goods If dispute arises about a sales transaction, a disputing party must determine (a) the basis for the dispute, (b) applicable law, (c) and how to respond to the dispute (negotiate or litigate) Example: Dealer Management Systems, Inc. v. Design Automotive Group, Inc. in which court determined whether unsigned contract for software over $500 was a contract for goods governed by the UCC (yes) and if it complied with Statute of Frauds (no) If a Dispute Arises Hyperlink is to the court’s opinion. Design Automotive Group, Inc., issued a purchase order to Dealer Management Systems, Inc. (DMS), for “computer programs and other services.” In the purchase order, DMS agreed to provide Design Automotive with an “Accounting Information Management” system consisting of various separately priced software components. The price of the individual
