The Sale and Lease of Goods Section 13.1

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Section 13.1 The Sale and Lease of Goods Section 13.2 Ownership and Risk of Loss in Sales or Goods Section 13.3 E-Commerce and the Law 13 Chapter Contracts for the Sale of Goods

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods The law of sales governs contracts for the sale and lease of goods. Sales

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods A sale is a contract in which ownership of goods is transferred from the seller to the buyer for consideration. The consideration is also known as the price, or the money that is paid for goods. Sales

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Goods are all things that are moveable, such as your clothing, books, pens, food, car, and even the gas you put in your car. Money, stocks, and bonds are not considered goods. Sales

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods $ ShirtStore ShirtStore 13.1 Sales

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods The Uniform Commercial Code (UCC) is a collection of laws that governs various types of business transactions. When you have a contract involving goods, the UCC will apply. The UCC Example 1

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods A sales contract may involve either a sale or a contract to sell. The Sales Contract

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Every time you buy goods and take ownership of them, a sale occurs. However, if you will take ownership at some future time, the agreement is a contract to sell, not a sale. The Sales Contract Example 2

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods When a contract includes both goods and services, the dominant element determines the type of contract. Contracts for Both Goods and Services

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods If the sale of goods dominates, the laws of the UCC apply. If the performance of service dominates, the common law of contract applies. Contracts for Both Goods and Services Furnace Ex. Page 270

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Special Rules for Sales Contracts With some exceptions, the UCC applies to all sellers and buyers of goods.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Special Rules for Sales Contracts A merchant is a business or person who deals regularly in the sale of goods or who has a specialized knowledge of goods. A non-merchant is a casual or occasional seller. Example 3

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Special Rules for Sales Contracts A sales contract must contain the same elements as other contracts, but the UCC has relaxed some of the strict rules of contract law.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Good Faith Parties to a sales contract must treat each other fairly.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Methods of Dealing and Usage of Trade When parties have previously dealt with each other, those methods of dealing may be used to supplement or qualify the terms of their sales contract.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Methods of Dealing and Usage of Trade This rule is true with any usage of trade, which is the method of dealing that is commonly used in the particular field.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Formation of a Sales Contract You may make a contract in any manner (oral or written) that shows that the parties have reached an agreement.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Acceptance of an Offer In most situations, you may accept an offer by any means and in any reasonable manner.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Different or Additional Terms An acceptance may have different or additional terms added without a complete rejection of the offer.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Firm Offer A firm offer is a merchant’s written promise to hold an offer open for the sale of goods; however, no offer can stand for longer than three months. It does not require payment to be binding.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Open-Price Terms A sales contract may be made without a settled price. Unless the parties agree on a price prior to delivery, a reasonable price can be settled at the time of delivery.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Output and Requirement Terms Output and requirement contracts are allowed even if they are not definite.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Output and Requirement Terms An agreement to buy all of the manufacturer’s goods is an output contract. A requirement contract occurs when a seller agrees to supply the needs of a buyer. Backpack Ex. p. 272

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Modification No consideration is necessary to change a contract for the sale of goods. The modification may be oral, unless the original agreement is in writing and states that it must be modified in writing.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Leasing Goods You can apply the sale-of-goods rules to the leasing of goods, with a few modifications.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Many sales contracts are oral rather than written. As long as the price is less than $500, an oral contract for the sale of goods is enforceable. Form of Sales Contracts

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods If the price is $500 or more, a sales contract must be in writing to be enforceable with the following exceptions: Form of Sales Contracts

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Written confirmation of an oral contract between two merchants is sent within a reasonable time, and no objection is made within ten days. Exceptions to the $500 rule

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods The contract involves specially manufactured goods that cannot be resold easily. Exceptions to the $500 rule

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods The buyer receives and accepts the goods or pays for them. The parties admit in court that they entered into an oral contract. Exceptions to the $500 rule

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Other sales governed by the UCC rules include auction sales and bulk transfers. Other Sales Governed by UCC Rules

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Auction Sales In an auction with reserve, the auctioneer doesn’t have to sell the goods for the highest bid if it’s lower than the reserve amount. The auctioneer may withdraw the goods at any time before a sale is completed.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Auction Sales In an auction without reserve, the auctioneer must sell the goods to the highest bidder. The goods cannot be withdrawn from bidding unless no bid is made.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Auction Sales An auction sale is with reserve unless it is expressly stated that it is without reserve.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Bulk Transfers Sometimes a business transfers all merchandise and supplies at once, known as a bulk reserve.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Bulk Transfers The UCC rules require that the buyer of the bulk goods notify all of the seller’s creditors at least ten days before the transfer will take place. End of Section 13.1

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods The right of ownership to goods is known as title. People who own goods have title to them. OWNERSHIP AND RISK OF LOSS IN SALES OF GOODS Title

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods A bill of sale is formal evidence of ownership. You receive this document when you buy goods. It only proves that you once had title, not that you still own the goods. Title

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Price Name and address of buyer and of seller Receipt Goods sold Elements of a Bill of Sale

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods WarrantyDate Signature of seller Elements of a Bill of Sale Example 4

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Anyone who obtains property as a result of another’s fraud, mistake, undue influence, or duress holds only voidable title to the goods. Voidable Title

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Voidable title means title that may be voided if the injured party elects to do so. Voidable Title Example 5

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods The UCC has a special rule that allows merchants who have no title to goods to pass on good title to their consumers. Buying from a Merchant

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods This occurs when you entrust your own goods to a merchant who sells them in the ordinary course of business. Buying from a Merchant

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods This gives consumers confidence that they will receive good title when buying from a merchant. This rule does not apply to stolen goods. Only the rightful owner has title to stolen property. Buying from a Merchant Example 6

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Sometimes it is necessary to determine who has title to goods—the seller or the buyer. Passage of Title and Risk of Loss

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Similarly, it is sometimes necessary to determine who must bear the risk of loss, or the responsibility for loss or damage to goods. Passage of Title and Risk of Loss

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods This is because goods may be stolen, damaged, or destroyed after the sales contract has been entered but before the transaction is completed. Passage of Title and Risk of Loss

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Title to goods cannot be transferred under a sales contract until the goods have been identified. Identified goods are goods that presently exist and that have been set aside for a contract. Passage of Title and Risk of Loss

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Goods that are not both existing and selected are known as future goods, such as crops not yet grown or items not yet manufactured. No one can have title to future goods. Passage of Title and Risk of Loss

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods A shipment contract is one in which the seller turns the goods over to a carrier for delivery to a buyer. A carrier is a transportation company. Shipment Contract

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Both title and risk of loss pass to the buyer when the goods are given to the carrier. Shipment Contract

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods The term f.o.b., or free on board, means that goods will be delivered free to the designated place. The buyer must pay the freight charges from the shipping point to the destination. Shipment Contract Example 7

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods When a contract requires the seller to deliver the goods to a destination, it is a destination contract. Destination Contract

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Both title and risk of loss pass to the buyer when the seller leaves the goods at the place of destination. Destination Contract Example 8

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods When no delivery is required and the contract calls for the buyer to pick up the goods, title passes to the buyer when the contract is made. No Delivery Example 9

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods When goods are not to be shipped by carrier, the passage of risk of loss depends on whether the seller is a merchant or not. No Carrier

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods If the seller is a not a merchant, the risk of loss passes to the buyer when the seller delivers the product, or the seller offers to turn the goods over to the buyer. No Carrier Example 10

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods If the seller is a merchant, the risk of loss is transferred from the seller to the buyer when the buyer receives the goods. No Carrier

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Sometimes when you buy goods you receive a document of title, rather than the actual goods. Documents of Title

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods A bill of lading is a receipt for shipment of goods given by a transportation company, or carrier, to a shipper when the carrier accepts goods for shipment. Documents of Title

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods A warehouse receipt is a document given to a customer by the warehouse that is storing his or her goods. Documents of Title Example 11

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods The UCC prescribes specific remedies for both the buyer and the seller when there is a breach of a sales contract. Remedies for Breach of Sales Contract

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods 1.Cancel the contract. 2.Withhold delivery of goods. Seller’s Remedies

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods 3.Stop delivery of any goods that are still in the possession of the carrier. 4.Resell any goods that have been rightfully withheld. Seller’s Remedies

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods 5.Bring a claim against the buyer for the difference between the agreed price and the market price or for the price of any goods that were accepted by the buyer. Seller’s Remedies

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods 1.Cancel the contract. 2.Bring a claim against the seller for the return of any money that has been paid or for the difference between the agreed price and the market price. Buyer’s Remedies

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods 3.Refuse to accept the goods if they do not conform to the contract. 4.Cover the sale. Buyer’s Remedies

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods 5.Give notice to the seller that the goods have been accepted but that they do not conform to the contract. 6.Revoke the acceptance and return the goods. Buyer’s Remedies End of Section 13.2

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Electronic commerce, also called e- commerce, is the buying and selling of goods and services, or the transfer of money, over the Internet. Electronic Commerce

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Shopping online offers many benefits. You can shop when you want, you can find almost anything you want, and prices may be very good. However, there can be some dangers to shopping on the Internet. Shopping Safely on the Internet

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods To avoid these dangers, here are some tips: Shopping Safely on the Internet Shop with companies you know. Keep your password private. Pay by credit or charge card. Keep a record.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Internet auctions offer good buys, but they can be risky. Do your homework before buying online. Internet Auctions 1.Know the seller. 2.Know the product. 3.Know the auction site. 4.Know how to bid.

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Online shopping has opened up a world of available goods. Answer these questions to determine whether a Web site is safe for international online shopping. Worldwide Shopping

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Are the prices listed in U.S dollars or another currency? Does the company ship internationally? How long will delivery take? Worldwide Shopping

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Will unexpected taxes or duties be added to the price? Who can help you resolve any problems? Worldwide Shopping

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods E-Sign is a federal law that permits the use of electronic signatures and records. An electronic signature is a method of signing an electronic message. Electronic Signatures

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods It identifies a particular person as the source of the message. It indicates that person’s approval of the information in the message. Electronic Signatures

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Under E-Sign, an electronic signature can be used on a contract if the parties agree. The Uniform Electronic Transactions Act (UETA), adopted by numerous states, is a similar law. Electronic Signatures

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Online privacy is a part of your more general right to privacy. It concerns your identity, movement, and personal commercial activities on the Internet. Online Privacy

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Many laws protect your rights to online privacy. Children (under thirteen) are protected with special statutes, such as the Children’s Online Privacy Protection Act. Online Privacy

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods Many state legislatures are adopting laws regulating Internet privacy, which can create confusion among consumers. There is a movement for the U.S. Congress to set national standards that override state legislation. Online Privacy

Understanding Business and Personal Law The Sale and Lease of Goods Section 13.1 Contracts for the Sale of Goods The Federal Trade Commission (FTC) would investigate violations of the FTC Act, which states that, “unfair or deceptive acts or practices in or affecting commerce are hereby declared unlawful.” Online Privacy End of Section 13.3