Sales Law October 1, 2009 Winn

Sales Law October 1 Reading estimate for Monday 10/5 Through page 54, problems through 2-4 plus Questions p. 52-53 Old 1-105, New 1-301, Substitute 1-301 NCCUSL in 2007, ALI in 2008 approved “substitute” 1-301 (same text as old 1-105) because each state adopting Article 1 was doing it anyway Review purposive interpretation 1-103 Compare intellectual property transactions to tangible goods transactions 21st century commerce: goods plus services plus intellectual property bundled together

Statute of Frauds The following contracts cannot be enforced at law unless the plaintiff has a writing signed by the defendant Sale of goods over $500 Estates in land greater than 1 year Contracts of employment that cannot be finished in one year Suretyship [guarantee the debts of another] Contracts entered into in consideration of a promise to marry

Workmanlike Services What standard for liability for failure to provide workmanlike services? Intentionally wrong Careless/negligent Strict liability without fault

IPR versus Sales Law Early modern history: commerce versus real property Free alienability of property won over restrictions Recent history: IPR in narrow economic sectors Article 2: goods versus services a bigger problem Publishing, industrial manufacturing Balance social interest in promoting progress of science & useful arts with incentives to invent Now: IPR everywhere All rights not transferred are reserved—scope of license not to sue is limited to what owner chooses to grant Acceleration of innovation, expansion of IPR mean it is everywhere

Preliminary Negotiations Ex ante versus ex post EX ANTE EX POST Preliminary Negotiations Contract Formed Dispute Arises Breach Litigation