Sales

This lesson explores the contours of anticipatory repudiation, including the repudiating promisor's ability to retract his repudiation, the nonrepudiating promisee's right to demand adequate assurances of performance, and the effect of the promisor's repudiation on the promisee's obligation to perform.

The goal of this program is to teach a substantial amount of Article 2 through the study of a single case. This exercise begins with a warranty case, ITT v. LTX.

This lesson introduces the student to the doctrine and processes involved in interpreting state and federal statutes. Statutes are a critical part of every substantive area of the law, so this is important background for every student, legal professional, lawyer and judge.

A number of the provisions in Article 2 have special rules applicable to merchants, called the “merchant rules.” This lesson explores the definition of merchant in the UCC, key sections in Article 2 that rely on the concept of a merchant, and how different definitions of merchant apply in different provisions of Article 2.

This lesson considers probably the most common type of implied term, that of good faith. At common law, courts often supply a term requiring the parties to exercise "good faith" or "good faith and fair dealing". Moreover, for the sale of goods, the UCC provides that every contract is subject to good faith requirements, which cannot be disclaimed by agreement.

This lesson presents an overview of unconscionability as a defense to contract formation or to particular clauses in the contract.

This lesson deals with option contracts and firm offers, both of which result in irrevocable offers. The existence of an offer is often an essential element of the bargaining process. Although most offers are revocable, sometimes the offeree's power of acceptance is irrevocable through the formation of an option contract. This lesson will look at formation of an option contract through part performance or tender, a signed writing supported by consideration, statutory firm offers and detrimental reliance.

At common law, in order for a contract to be binding on the parties, the terms must be sufficiently definite or the contract will fail. This lesson explores the boundaries of the doctrine of indefiniteness.

The terms of a contract include express and implied promises, conditions, provisos and presuppositions that bind the parties. Contracts often have "gaps" in them, either intentionally or unintentionally left that way by the parties. This exercise considers how courts supply terms to fill those gaps both at common law and under the UCC.

This lesson deals with the formation of contracts under Article 2 of the Uniform Commercial Code (excluding § 2-207 issues). Under UCC § 2-204, a contract can be formed in any manner sufficient to show agreement, even if the parties leave open terms. This lesson will explore the effect of the difference in formation between common law and Article 2.

This lesson deals with the problem created by the Battle of the Forms. At common law, the mirror image rule requires an acceptance to be exactly like the offer. The rule is reversed under the Uniform Commercial Code, however. Under UCC § 2-207, an acceptance is still an acceptance even though it states different or additional terms from the offer. This lesson will explore the effect of such different or additional terms and when they are operative.

A hundred years ago, a law professor said of the parol evidence rule, "There are few things darker than this or fuller of subtle difficulties." Many students and professionals who have studied the rule would agree with that assessment. Hopefully this exercise will illuminate the rule. It does so by examining the functions served by the rule, taking the user through a series of questions that can be used to resolve most issues involving the application of the rule. The Uniform Commercial Code enactment of the rule is examined in detail.

Interpretation involves ascertaining the meaning of the words and provisions of a contract. Article 2 of the UCC is intended not to regulate commercial activity, but to facilitate it. An important part of commerce is business practices in general and in particular, usages of trade and understandings of the parties to the contract. Therefore, this lesson emphasizes those parts of interpretation. For a broader discussion of interpretation in contract law, see the CALI Lesson Interpretation of Contracts.

This lesson presents an introduction to the doctrine that the performance of a pre-existing duty, or a promise to perform such a duty, does not constitute a sufficient consideration to make a promise binding. Through questions based on a series of hypothetical cases, underlying reasons for the doctrine are considered, as well as its ramifications in various contexts. Coverage includes: the performance of duties owed to the promise or third parties as consideration; modifications on one side of executory contracts; substituted contracts following rescission; executory accords; satisfaction; liquidated claims and offers to settle unliquidated claims.

The Statute of Frauds is among the defenses to contract formation. This exercise assists the student in determining whether a transaction is within the statute of frauds, whether the agreement is evidenced by a writing, and whether an exception applies.

A contract can contain many different types of promises, made up of both express and implied terms. Express and implied warranty terms are the subject of this lesson. When parties contract for the sale of goods, they have certain expectations about the quality of the goods to be sold. These expectations form the basis of warranties that arise under UCC Article 2. That is, what has the seller agreed to sell?

The lesson on UCC Warranties explored the various Article 2 warranties and how they are created. But there is also freedom of contract to disclaim those warranties. This lesson explores the requirements for a successful disclaimer of warranties.

This lesson takes a look at the doctrine of excuse. In particular, we will look at the doctrines of impossibility, frustration of purpose and impracticability. Each of these doctrines excuses performance of the parties to the agreement. This lesson sets out the basic requisites for when courts excuse contract performance and evaluating those situations that merit excuse. The general attributes of contract formation and breach are covered in other lessons.

This lesson demonstrates how the principles of remedies are found in the UCC and provides some guidance for working with the UCC. This lesson may be run either as an introduction before the material is studied or as a review after it is studied.

This lesson explores the remedies that are available in UCC Article 2 for the Buyer when the Seller is in breach. We first examine the remedies when the Seller has the goods, and then when the Buyer has the goods. This lesson may be run either as an introduction before the material is studied or as a review after it is studied.

This lesson explores the remedies that are available in UCC Article 2 for the Seller when the Buyer is in breach. We first examine the remedies when the Buyer has the goods, and then when the Seller has the goods. This lesson may be run either as an introduction before the material is studied or as a review after it is studied.

This lesson covers assignment of contract rights and delegation of contract duties. You can run it either as an introduction to the topic or as a review after you have studied it.

This exercise reviews some substantive principles of contract law and demonstrates the application of that substance to the process of drafting. The exercise begins with a form contract that the user must rewrite to suit the needs of the client. On completion, the user has reviewed applicable principles from both the common law and the U.C.C. In addition, the user has learned principles of drafting that can be applied either to revision of a form or to drafting from scratch.

The goal of this lesson is to take the user systematically through UCC Article 2. The lesson accomplishes this goal by having the user study a contract for the sale of goods. The concepts of Article 2 are thereby seen in the practical setting in which they are applied. Conversely, study of the contract reveals the source of each of the included provisions in the law. The user becomes familiar with the default rules and how those rules might be changed on behalf of a client. The user finishes with knowledge of the Code and how the Code may be applied in practice when drafting a contract.