Chapter 21: Introduction to Sales Contracts

1
CHAPTER 21 SALES CONTRACTS FORMATION AND
PERFORMANCE
2
CHAPTER 21 SALES CONTRACTS FORMATION AND
PERFORMANCE

• Learning Objectives
• General Aspects of Article 2 of the Code
• Formation of a Contract for Sale of Goods
• Title to Goods
• Risk of Loss
• Breach of Contract
• No Breach

3
GENERAL ASPECTS OF ARTICLE 2 OF THE CODE

• Summary of Common-Law Changes
• See Table 21-1
• Scope of Article 2
• Coverage of Leases
• Mixed Contracts Goods and Services

4
GENERAL ASPECTS OF ARTICLE 2 OF THE CODE

• Definitions
• Goods tangible, personal property
• Sale transfer of title in exchange for an
  agreed-upon price
• Merchant person who deals in goods of the kind
  sold or who has special knowledge peculiar to the
  goods
• Good faith honest in fact
• Abbreviations

5
FORMATION OF A CONTRACT FOR SALE OF GOODS

• Introduction
• Sources of Terms
• Sales Contract
• Express Agreement
• Power of Parties to Craft Agreement
• Role of Code
• Documentary Transfer
• Types
• Bill of Lading
• Warehouse Receipt
• Process

6
FORMATION OF A CONTRACT FOR SALE OF GOODS

• Introduction
• Sources of Terms
• Sales Contract
• Previous Arrangements
• Course of Dealing
• Usage of Trade
• Course of Performance

7
FORMATION OF A CONTRACT FOR SALE OF GOODS

• Introduction
• Sources of Terms
• Sales Contract
• Previous Arrangements
• Gap Filling Under the Code
• Price
• Quantity
• Delivery
• Time of Performance

8
TITLE

1. Definition bundle of rights that constitute
   ownership
2. Position of Code
3. Requirement of Identification of Goods
4. Transfer of Title
5. Good-Faith Purchasers

9
RISK OF LOSS

• Breach of Contract
• No Breach of Contract
• Shipment Contract
• General Rule
• Use of F.O.B. shipping point, F. O. B.
  destination
• Bailments
• Other Cases

10
CHAPTER 21 SALES CONTRACTS FORMATION AND
PERFORMANCE