Sales Law : Domestic and International,9781587784477

Sales Law : Domestic and International

by ;
Edition: Revised
ISBN13: 9781587784477
ISBN10: 1587784475
Format: Paperback
Pub. Date: 2002-12-01
Publisher(s): West Academic
List Price: $34.00

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Summary

Authoritative coverage describes and analyzes the law of sales under Article 2 of the Uniform Commercial Code, as well as under the United Nations Convention on Contracts for the International Sale of Goods. Text provides the framework for sales and governing law, contract formation, implied terms, formal requirements, performance, and risk of loss. Also covers remedies, the rights to goods, and documentary sales.

Table of Contents

Preface v
Table of Contents
vii
Introduction to Sales Law
1(14)
Introduction to Article 2 of the UCC
1(4)
The United Nations Convention on Contracts for the International Sale of Goods
5(2)
Principles of Sales Contracts - Herin of Default Rules
7(4)
Commercial Contracts as Discrete and Relational Contracts - Herein of Reputation
11(4)
Reputation and Relational Contracts
11(2)
Reputation Without Repeitition
13(2)
Governing Law
15(36)
The Scope of Sales Law Under Article 2
15(15)
Definition of ``Goods''
15(4)
Merchants
19(2)
Mixed Sales and Services
21(5)
Leases and Other Transactional Forms
26(4)
The Scope of the CISG
30(21)
Choice of Law as a General Problem in Sales Law
30(12)
Types of Transactions Subject to the CISG
42(2)
Exclusions
44(1)
Mixed Sales and Service Contracts
45(2)
Leases
47(1)
The Principle of Issue-Displacement
48(3)
Formation of the Contract
51(54)
Introduction: The Evaluation of Formation Rules
51(3)
Offer and Acceptance
54(14)
Article 2's Approach to Formation Rules
55(3)
Irrevocable Offers Under Article 2
58(3)
The CISG's Formation Rules
61(1)
Opting Out of the CISG's Formation Rules
62(1)
The CISG's Formation Rules Illustrated
63(5)
Offer-Varying Acceptance: The Battle of the Forms
68(22)
Under Article 2
69(1)
Introduction
69(3)
Problems in § 2-207's Interpretation
72(5)
Under the CISG
77(7)
Section 2-207 and Article 19 Evaluated
84(3)
Layered Contracts and Article 2
87(3)
Modification
90(15)
Under Article 2
91(7)
Under the CISG
98(7)
Implied Terms
105(32)
Trade Usage, Course of Dealing, Course of Performance
105(10)
Under the UCC
105(7)
Under the CISG
112(3)
Open Terms
115(22)
Open Price Terms Under the CISG
117(6)
Open Quantity Term
123(4)
Evaluating Supply Terms
127(10)
Formal Requirements
137(52)
Introduction
137(2)
The Statute of Frauds
139(21)
Introduction
139(2)
Justifying the Statute of Frauds
141(2)
Article 2's Statute of Frauds
143(1)
Section 2-201's Statutory Requirements
143(5)
Exceptions to the Statute of Frauds
148(5)
Ethics and the Statute of Frauds
153(2)
The CISG and the Statute of Frauds
155(5)
The Parol Evidence Rule
160(16)
Article 2's Parol Evidence Rule: § 2-202
160(2)
Excluding Trade Usage
162(1)
Two Standards of Contradiction
162(4)
The Process of Exclusion
166(1)
Warranties and the Parol Evidence Rule
167(3)
The CISG and the Parol Evidence Rule
170(1)
Is the Parol Evidence Rule Displaced?
170(5)
Contracting for the Parol Evidence Rule
175(1)
Unconscionability
176(13)
Under the UCC
176(1)
Section 2-302's Standard of Unconscionability
176(2)
Unconscionability Applied
178(5)
Unconscionability Evaluated
183(2)
The CISG and the Domestic Law of Unconscionability
185(4)
Performance
189(74)
Introduction: Allocating Losses and Monitoring Performance
189(2)
Insecurity and Adequate Assurances of Performance
191(8)
Under the UCC
191(1)
Introduction
191(2)
Demand for Adequate Assurances
193(1)
Reasonable Grounds for Insecurity
194(1)
Adequate Assurances of Performance
195(2)
Suspending Performance Under the CISG
197(2)
Anticipatory Repudiation
199(4)
Under the UCC
199(3)
Under the CISG
202(1)
Tender, Acceptance, Rejection, Cure
203(44)
Tender and Inspection
203(3)
Inspection in Documentary Transactions
206(4)
Inspection Under the CISG
210(2)
Acceptance and Rejection
212(1)
Introduction: Neutralizing Strategic Behavior
212(1)
Perfect Tender
213(3)
What Constitutes Acceptance?
216(1)
Burden of Proof Concerning Defects
217(1)
Acts Inconsistent With Seller's Ownership
218(4)
Buyer's Obligation on Rejection
222(2)
Cure
224(1)
Introduction
224(1)
Technical Requirements
225(3)
Curing with a Conforming Tender
228(2)
Cure in the Courts: Repair and Interpretation
230(3)
Cure and Avoidance Under the CISG
233(3)
Revocation of Acceptance
236(1)
Introduction
236(6)
``Substantial Impairment to Him''
242(3)
Post-Revocation Cure
245(2)
Excuse
247(16)
Introduction
247(1)
Under the UCC
248(7)
Under the CISG
255(8)
Risk of Loss
263(20)
Introduction: Loss Allocation in Transactional Settings
263(1)
Risk of Loss Under the UCC
264(12)
Risk of Loss Where Seller Retains the Goods
265(1)
Risk of Loss Where Goods are Held by a Bailee
266(2)
Risk of Loss During Transit
268(4)
Opting Out of Risk of Loss Provisions
272(2)
Risk of Loss in the Event of Breach
274(2)
Risk of Loss Under the CISG
276(7)
Warranties
283(44)
Introduction: Allocating the Risk of Quality
283(1)
Warranties Under the UCC
284(37)
Express Warranties
284(1)
Who Can Make the Warranty?
284(1)
How is the Warranty Created?
284(5)
Advertising and Warranty
289(4)
Post-Bargain Warranties
293(1)
Implied Warranty of Fitness for a Particular Purpose
294(1)
Who Can Make the Warranty?
294(1)
How is the Warranty Created?
295(1)
Implied Warranty of Merchantability
295(1)
Who Can Make the Warranty?
295(3)
How is the Warranty Created?
298(4)
Disclaiming Warranties
302(1)
Should Warranties be Disclaimable?
302(2)
Disclaiming Warranties Under § 2-316
304(3)
Who Receives the Benefit of Warranties?
307(5)
Federal Law and UCC Warranties of Quality
312(1)
Introduction
312(1)
The Magnusson-Moss Warranty Act
312(5)
Preemption by Federal Law
317(2)
Warranty of Good Title
319(2)
Warranties Under the CISG
321(6)
Remedies
327(66)
Introduction: Allocating the Loss of Transactional Breakdown
327(3)
Money Damages
330(35)
Under the UCC
330(1)
Substitute Performance: Resale and Cover
330(5)
Market Price Damages
335(1)
Proof Costs
336(3)
Election of Remedies
339(4)
Lost Profits: § 2-708(2)
343(1)
Measuring Lost Profits
344(2)
Recovering Lost Profits Under § 2-708(2)
346(3)
The Accepting Buyer's ``Value Differential''
349(1)
§ 2-714(2)'s Measure of ``Value''
350(1)
The Relation Between § 2-714(1) and (2)
351(3)
Damages for Breach of Title Warranty
354(3)
Under the CISG
357(2)
Substitute Performance: Article 75
359(1)
Market Price Damages: Article 76
360(1)
Reduction of the Price
361(1)
Article 50's Formula
361(1)
Article 50's Use
362(1)
Why Allow Price Reduction?
363(2)
Specific Relief
365(14)
Under the UCC
365(1)
Seller's Action for the Price
365(1)
§ 2-709's Technical Requirements
365(2)
§ 2-709's Justification
367(2)
Specific Performance
369(6)
Under the CISG
375(1)
The Routine Availability of Specific Relief
375(1)
Article 28's Restriction of Specific Relief
376(3)
Contractually Stipulated Remedies
379(14)
Liquidated Damages
379(5)
Remedy Limitations and Damage Exclusions
384(1)
Allocating Risk of Nonconformity
384(3)
The Relation Between Damage Exclusions and Remedy Limitations
387(2)
The CISG: Liquidated Damages, Remedy Limitations, and Damage Exclusions
389(4)
Right to Goods
393(14)
Good Faith Purchase Rules
393(6)
Seller's Right to Recover and Reclaim Goods
399(3)
Goods-Oriented Remedies Under the CISG
402(5)
Documentary Sales
407(48)
Introduction: Allocating Performance Risks
407(2)
Payments Terms: Letters of Credit and Payment Risks
409(22)
Introduction
409(6)
Formal Requirements
415(2)
Issuer's Duty to Pay: Strict Compliance Standard
417(8)
Issuer's Duty to Pay: Waiver, Estoppel, and Preclusion
425(6)
The Issuer's Right Not To Pay: The Independence Principle and the Fraud Exception
431(15)
The Independence Principle
431(2)
The Fraud Exception
433(1)
Two Types of Fraud
433(3)
What is Fraud?
436(4)
The Protected Class of Presenters: § 5-109(a)(1)
440(6)
Justification
446(9)
Justifying § 5-109(a)(1)'s Protection
446(3)
Justifying the Fraud Exception
449(6)
Table of Cases 455(8)
Index 463

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