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Unformatted text preview: Sales and Leases Fall 2009 1) General info a) Fundamental aspects of sales i) Sales systems (1) All of the people institutions, laws and practices that are involved in transfers of ownership for a price (2) 4 function of sales systems that facilitate the transfer of ownership form seller to buyer (a) Formation (i) Brings buyers and sellers together and enable them to crate legally enforceable transfers of ownership 1. Provides legal rules (b) terms (i) Provide a set of standard terms that govern the transfer of ownership unless the buyer and seller choose to modify the standard terms 1. Usually provided by the UCC (gap filler) a. Code is different than sales system (c) Performance (i) Provide a set of delivery institutions that facilitate the possessory, legal and symbolic transfer from seller to buyer (d) Remedies (i) Enforce agreements to transfer ownership by giving the aggrieved buyer of seller various remedies for breach by the other ii) Real world of sales (1) World of business practice, law is much less significant than reputation and leverage (a) More likely to just stop doing business than to sue them (2) 3 Ways sales law impacts sales systems (a) Law is crucial when business relationships break down and parties litigate (b) The parties informally settle disputes (c) Dictate terms of various forms that business ppl use in conduction transactions w/in given sales system framework What law applies (Article 2? CL? K law?) Is there enforceability (actual agreement, SOF, PER etc) Terms (if vague, gap filler? Warranties?) Settlement? Performance Breach and Remedies? Art 2: sale of goods [Very favorable to buyers. Sneaky/mean ppl never win] Scope of Article 2s Provisions (does article 2 apply) UCC- uniform law proposed for adoption by states in 1950s (all 50 have) (Note- Article 2a applies to leases; Amended Article 2- no one has adopted) 1) Applies to any transactions in goods. 2-102 a) Covers conditional and aborted sales of goods b) Covers barter transactions i) i.e. goods for services 2) Goods- movable things including unborn animals, growing crops, trees 2b cut down 4 lumber 2-105 a) Movable at time of contract b) Excludes real estate/land c) If not real estate or goods, then it is determined by common law d) Construction law not governed by Article 2 3) Things attached to realty (land) 2-107 a) If severance does not harm realty, e.g. crops, timber = goods b) If severance harms realty, e.g. minerals (oil, gas), structures, water: (TEST ) i) If to be severed by seller = goods ii) If to be severed by buyer = realty [Fixtures (ie ceiling fan) = gray area. Generally considered real estate] (Mentioned mobile home sale) Note : Dakota Pork Indus. V. City of Huron- issue if water is a good? Generally not seen as a good but service (from utility company). This case said water is a good (same thing w/electricity). Analogy to bottled water....
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This note was uploaded on 05/25/2011 for the course LAW Sales and taught by Professor Jones during the Summer '10 term at FSU.
- Summer '10