Chapter%208 - Chapter 8 Commercial Law The Uniform...

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09/26/11 Chapter 8: Commercial Law: The Uniform Commercial Code David Baumer, Spring 2003
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09/26/11 Uniform Commercial Code Created because the desirability of uniform commercial contract law was widely recognized All the composers of the UCC wanted to create a contract law that allowed for more freedom for commercial practices from legal constraints The UCC does protect consumers by emphasizing non-enforcement of bargains and practices that are unconscionable. In this chapter we emphasize the differences between the CL of contracts and the UCC
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09/26/11 Uniform Commercial Code Focus of this chapter is Article 2: Sale of goods Article 2 is currently being rewritten Note that the UCC is really a gap-filler , which supplies terms, when the parties do not For example, if nothing is said about delivery, then the UCC will supply the appropriate term as to who has responsibility for delivery, risk of loss and other aspects of deliveries
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09/26/11 Scope of the UCC Under the UCC, goods are tangible physical property that is moveable Real property is not moveable, and therefore not a good A good is identifiable if it is in existence at the time of the sale and had a unique marking or some distinguishing characteristic
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09/26/11 Merchants and Good Faith Under the UCC, merchants Deal in goods of the kind , or Otherwise hold themselves out as having knowledge or skill peculiar to the practices or goods involved in the transaction Merchants are required to operate in good faith honesty in fact in the conduct or transaction concerned it is implied in every sales transaction that the goods sold are fit for the ordinary purposes for which such goods are used Implied warranties are often disclaimed , which is legal as long as the disclaimers are conspicuous
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09/26/11 What is a Sale? A sale takes place when title to the goods transfers from seller to buyer for a price A thief cannot transfer title even though the purchaser has purchased the good innocent of the theft In shipment contracts, title transfers when the seller delivers goods to a common carrier In destination contracts, title transfers when the goods are delivered to the buyer’s dock or home Sellers bear risk of loss until the goods are delivered to the common carrier in shipment contracts In destination contracts sellers bear risk of loss until the goods are delivered to the buyer
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09/26/11 Sales When the goods are in possession of a third party, such as a warehousemen Title and risk of loss transfer when documents of title are transferred All of these allocations of risk of loss can be altered in the contract Note further that risk of loss and title are not synonymous
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This note was uploaded on 09/26/2011 for the course BUSINESS 411 taught by Professor Staff during the Spring '11 term at Youngstown State University.

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Chapter%208 - Chapter 8 Commercial Law The Uniform...

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