1. Sale of Goods Contracts
Often referred to as personal property or movables
Can be tangible or intangible
TRANSFER OF TITLE:
Need sales K (verbal/written) + delivery of goods to buyer
DIFFERENT FROM GIFT or BARTER:
Because buyer is required to pay a price/money
Parties are generally free to determine price
REQUIRED FORMALITIES:
Generally no (except vehicles, stocks, IP, installment)

2. UN Convention on Ks for the Int’l Sale of Goods (CISG)
INTRO:
A) Sponsored by United Nations
Almost 80 countries (Turkey in 2009)
B) Incorporates rules from all major legal systems
C) Divided into Four Parts: (we’ll focus on 1st 3)
Part I – Scope and Coverage of CISG
Part II – K Formation
Part III – Rights & Duties of Buyers/Sellers
Part IV – Final Provisions

3. SCOPE & COVERAGE OF CISG
A) Covers International “Sale-of-Goods” Ks
Int’l = B’s and S’s business are in different nations
Sale = title to a good passes for a price
Goods = movable, tangible objects
B) Parties may “Opt In” or “Opt Out”
Choice of Law Clause – must clearly opt out
C) The CISG Does NOT Cover:
Legality of sales Ks; Incompetency issues; 3rd party claims; Seller liability for injuries

4. INTERPRETING SALES Ks A) Subjective Intent
Actual intent (understanding at the time of making K)
Examine negotiations, party practices, conduct
Common Law “parole evidence rule” doesn’t apply
B) Objective Intent
Look at statements and conduct of parties
What would “reasonable person” have understood?
C) Party Practices & Trade Usage
Prior behavior of parties; customary practices of those in the same trade

5. FORMATION OF K A) Need not be in writing
B) Offer – see “Pro Forma Invoice” example
Definite - ID goods, quantity, price
Revoke? - Yes- up to acceptance (No - if firm offer)
Firm Offer - Verbal/written statement or Option K
C) Acceptance - see “Purchase Order” example
Methods - Any method OK (silence doesn’t count)
Timing - When is it effective? Can be withdrawn?
Effect of different terms - Are the different terms “material” terms?

6. Failure to deliver = fundamental breach
PERFORMANCE OF SALES K
A) Generally - Parties entitled to what they expect in K
Failure to deliver = fundamental breach
B) Seller’s Duties
Deliver conforming goods
Delivery - at K place (or w/carrier), at K time (or reas. time)
Conforming - quantity, quality, description, packaging
Hand over relevant documentation (check K)
C) Buyer’s Duties
Inspect goods for defects (& give notice if defective)
Pay the price (seller need not make formal demand)
Take delivery (failure to cooperate = responsible for
resulting costs; assume risk of damage/loss)

7. REMEDIES FOR BREACH OF K
A) For Buyer (when seller breaches)
1) Specific performance (S must fix or substitute goods);
2) Avoid K (after S’s fund. breach - B must give notice);
3) Reduce the price;
4) Refuse early delivery;
5) Refuse excess quantity
B) For Seller (when buyer breaches)
1) Specific performance;
2) Avoid K (after B’s fund. breach - S must give notice)
C) Both
1) Damages (foreseeable ones like lost profits, extra costs; but have a duty to mitigate!);
2) Suspend performance

8. NON-PERFORMANCE EXCUSES
A) Force Majeure – Something happens beyond the control of the parties (like natural disaster, act of God, war, embargo)
B) “Dirty Hands” – You can’t complain about other party’s breach if your own action or inaction caused the other party to breach

9. UNIFORM COMMERCIAL CODE (UCC)
A) GOVERNS SALE-OF-GOODS Ks IN USA
1) Art. 2 governs sales
2) Title to goods is exchanged for $ (same as CISG “sale”)
B) MERCHANTS - deal regularly in a particular good
Firm offers (may not revoke - for up to 90 days)
C) WRITING REQUIREMENT
Sale of goods priced ≥ $500 (compare this with CISG)

10. D) ACCEPTANCE – any reasonable method
1) Mailbox rule = effective on dispatch (compare CISG)
2) Additional/Different Terms - not a problem (compare CISG)
E) CERTAIN “OPEN” TERMS ARE OK
1) Price, payment, & delivery terms can be determined later (compare CISG)
2) Exception – Quantity must generally be specified
F) PERFORMANCE DUTIES
1) Seller – “Perfect Tender Rule”
2) Buyer – Accept goods and pay for them
3) Both – Good faith, commercial reasonableness