Sales and ECommerce

1
CHAPTER 8 Sales and E-Commerce (pp.257268)
2
When Does Article 2 Apply?

• Sale of Goods all things (including
  specially manufactured goods) which are movable
  at the time of identification to the contract for
  sale.
• Merchants a person who deals in goods of the
  kind or otherwise by his occupation holds himself
  out as having knowledge or skill peculiar to the
  practices or goods involved in the transaction.

3
What Types of Contracts are Governed by Article 2?

• Is it a sale of good or service?
• Is it a sale of goods or land?
• Most courts hold that Article 2 applies to
  contracts involving software.
• Although information is excluded as a good.

4
UCC Good Faith

• Section 1-203 of the UCC states that every
  contract or duty within this Act imposes an
  obligation of good faith in its performance and
  enforcement.

5
Contract Formation

• Offer traditional common law principals
  determine whether an offer has been made. It is
  not defined by the UCC.
• Acceptance unless the offeror indicates
  unambiguously that his or her offer can be
  accepted only in a particular way, an offer may
  be accepted in any manner and by any medium that
  is reasonable in the circumstances. It is not
  defined by the UCC, except that an acceptance may
  contain terms additional to or different from
  those in the offer.

6
Contract Formation

• What about browse-wrap contracts?
• Case 8.1 Specht v. Netscape (2002).

7
Contract Formation

• Consideration must be included in contracts for
  the sale of goods to be enforceable.
• Firm Offer a signed offer by a merchant that
  indicates that the offer will be kept open is
  binding even without consideration

8
Battle of the Forms

• Definite Response intent to close the deal is
  crucial.
• Acceptance with Missing Terms contract formed
  with included terms.

9
Battle of the Forms

• Acceptance with Additional Terms depends if
  either of the parties is a merchant.
• Acceptance with Different Terms depends if
  either of the parties are merchants.
• Case 8.2 Richardson v. Union Carbide Industrial
  Gases, Inc. (2002).
• Proposed Revisions to Article 2-207.

10
Statute of Frauds

• Some Writing lenient interpretation under the
  UCC.
• Quantity of Goods writing unenforceable unless
• quantity specified.
• goods specially manufactured and not readily
  re-salable.
• defendant admits in judicial proceedings that an
  agreement existed.
• payment was made and accepted.
• goods were received and accepted.

11
Statute of Frauds

• Signature writing must be signed by the person
  against whom enforcement is sought.
• The E-Sign Act, UCITA and UETA allow digital
  signatures.