CHAPTER 21: SALES CONTRACTS: FORMATION AND PERFORMANCE

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 Chapter 21

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 Chapter 21

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 Chapter 21

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 Chapter 21

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 Chapter 21

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 Chapter 21

8. TITLE • Definition: “bundle of rights that constitute ownership” • Position of Code • Requirement of Identification of Goods • Transfer of Title • Good-Faith Purchasers Chapter 21

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 Chapter 21

10. CHAPTER 21: SALES CONTRACTS: FORMATION AND PERFORMANCE