1. I. Terms of Sale Contracts A. Problems with common law contracts B. Rationale for the UCC

2. II. When & How Does Article 2 of UCC Apply? A. Sale of goods p. B-5 1. Article 2 applies to all sales of goods 2. goods: tangible personal property B. Mixed goods & service contracts C. Appropriate inquiry

3. III. Contracts for the International Sale of Goods A. Vienna Convention for the International Sale of Goods

4. IV. Differences Between Article 2 and Contract Law A. Creation of practical contract rules B. Higher standards for merchants, 1. merchant: defined on a case by case basis 2. Firm offer rule 3. Battle of the forms 4.acceptance by reasonable manner

5. V. Creation of Sales Contracts A. Ease of entering into contracts B. Honoring the parties' intent

6. VI.Voluntary Consent & Code A. Unconscionable contracts 1. Section 2-302 recognizes unconscionable contract 2. generally, better argument for consumers than merchants B. Unconscionability Test 1. Code does not define term 2. UC contracts are those that shock the conscience of court

7. VII. Writing & the Code A. Code Statute of Frauds 1. applies to contract for sale of goods for $500 or more B. Exception to SF 1. if offeree is merchant, and does not object in writing within 10 days, he loses SF defense 2. if goods are specially manufactured 3. partial performance

8. VIII. Terms of Sales Contracts A. Gap fillers B. Price C. Other terms Code may fill in 1. quantity 2. delivery 3. time

9. IX. Title and the Code A. General title section (2-401[2] B. Physical delivery

10. X. Risk of Loss A. At common law risk was placed on party who had technical title at time of loss B. Under Code risk of loss depends on 3 factors C. Terms of agreement

11. X. Risk of Loss D. Shipments 1. FOB shipment 2. FOB destination E. Breach of contract & risk of loss F. In any situation other than those above, risk of loss passes to buyer on receipt of goods