1. CHAPTER 12 Sales Contracts
3/31/2017
CHAPTER 12 Sales Contracts
12-1 Sales
12-2 Special Rules for Sales Contracts

2. Chapter 12
3/31/2017
12-1 Sales
GOALS
Define sale and explain how the UCC governs the sale of goods
Explain how the UCC treats unconscionable contracts and contracts of adhesion
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3. What is a sale?
A sale is a contract in which ownership of goods transfers immediately from the seller to the buyer for a price.
Ownership – a collection of rights that allows the use and enjoyment of property
Price – consideration, money, services or other goods (barter)
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4. Sales Contract Information
Payment and delivery information
Bill of sale – receipt, it is written evidence of the transfer of ownership
Use of credit cards – buyer gets title and possession before he pays for it. Wow!
Acceptance of goods – buyer has agreed either by words or conduct that the goods are received in satisfactory condition.
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5. What are and are not Goods
Tangible which means touchable
Moveable personal property
What is not goods?
Money
Intangible
Patents and copyrights
Land, and other forms of real property
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6. Other forms of Sales Contracts
Fax
Mailing an acceptance US Mail
Just ship the goods, if the buyer accepts you have a contract Wow
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7. Legal parties to a sale Vendor- seller Vendee – the buyer
Definitions we need to know
Payment occurs when the buyer transfers the money and the seller accepts it.
Delivery – place subject matter of sale in possession of buyer
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8. What is the definition of a bill of sale?
A B of S is the receipt that serves as written evidence of the transfer of ownership of goods.
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9. UNCONSCIONABLE SALES CONTRACTS
What are they? Offends an honest person’s conscience and sense of justice –What can the courts do?
Courts may refuse to enforce
Enforce without unconscionable clause
Limit the clause
Contracts of adhesion – one of the parties dictates all the important terms, the weaker accepts meekly.
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10. 12-2 Special Rules for Sales Contracts
GOALS
Compare the status of a casual seller with a merchant
Explain how the Statute of Frauds is applied to sales
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11. FOCUS How do you distinguish between a merchant and a casual seller?
In life, if you do not qualify as a business merchant, you are then known as a casual seller.
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12. SPECIAL RULES FOR MERCHANTS
Merchant status in sales contracts
If you change a contract in business law, the contract become void and unenforceable.
If you change a sales contract between merchants, most of the time the contract remains enforceable and the new changes are called proposal for addition to the contract.
The merchant has a reasonable time to object to the changes…..if he doesn’t it becomes enforceable unless it is a material change.
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13. How do merchants differ from casual buyers in a sales situation?
And the answer is different rules
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14. HOW DOES THE STATUTE OF FRAUDS APPLY TO SALES….it governs them.
Exceptions to the Statute of Frauds for sales contracts (when oral contracts over $500 become enforceable.
Goods received and accepted by the buyer
Buyer pays for goods and seller accepts payment
Goods specially made not suitable for sale to others if seller starts manufacturing
Party against whom enforcement sought admits oral contract made
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