1. Chapter2: Defining Sale of Goods Transaction
I- What is Sale?
- Art 34 of D#38: Sale is a transfer of Ownership of property from one person to another (who has the obligation to deliver back the value of that object) for a price.
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2. So it can be Sale is promise to transfer ownership of sth, in exchange for sth.
UCC: Passing of title (ownership interest) from the seller to buyer for a price.
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3. Ex: Mr. A transfers his car to Mr. B. What’s matter?
What is ownership?
Ex: Mr. A transfers his car to Mr. B. What’s matter?
Mr. B can drive, sell, hire, destroy,….
and what’s matter, if Mr. A hires his car to Mr. B for 1000$/month for 1 year.
- Does Mr. B can sell?
- Does Mr. A can sell to Mr. C?
- Does Mr. C drive this car?
- Who is the ownership?
DELIVERY
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4. Ownership = Title + Possession
Title: Right to sell.
Possession: Right to use.
* Art 1 of CISG: only applies to the sale of goods contract that place of business are located in different countries.
II- What is Goods?
Ex1: Mr. A hire his car to Mr. B
for 1 year. So it means that Mr. A
sells the right to use car for 1 year.
- Is it goods?
DELIVERY
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5. No, it is not goods. Because it is intangible.
Ex2: Mr. A sells land to Mr. B for 1000$.
Is land a goods?
No, it is not. Because it is immoveable.
So, goods are all things which are tangible and moveable items.
☻What are not goods?
P 12, Not goods:
- Land, stock, bond, patent,
ship, electricity, person …
☻- Study Question #3 (p:14)
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6. Art 2 of CISG: This convention doesn’t apply
- Goods bought for personal, family or house use.
- On execution or otherwise by authority of law. (sold by court).
- Of stock, shares, investment securities, negotiable instrument or money.
- Of ship, vessels, hovercraft or aircraft.
- Of electricity
Most of Ks have goods and services.
So, we look Art 3 of CISG
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7. Predominate part of the K is service, CISG will not apply
Question # 2 (p: 13)
Value of services
Value of goods
CISG will apply?
Lucky market 2%
98%
Yes
Massage No
Restaurant
50%
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8. Cost of servicing for 60,000$ < 1200,000$ CISG apply
S B
☻- Does CISG apply?
Cost of servicing for 60,000$ < 1200,000$
CISG apply
☺- But the answer is not apply because Choun is not merchant.
Merchant: a nature person or legal entity who is engaged in trading activities as his or her usual occupation.
6 bulldozers, 200,000$/one
O.K
Chuon works for the Ministry of the interior
Cat Industries INC
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9. III- Commercial Sale Commercial: merchant (buying for reselling)
Transaction: Trans + Action
Ex1:(p:16)
Neam SIR
Neam is rice wholesaler, he is a merchant because buys for reselling rice.
Ex2: ( page 16 )
CISG is not apply because it is
personal transaction $
Rice 20T/month for 1 year
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10. No special knowledge of goods sold, so they protected by law.
Merchant is one who deals regularly in the kind of goods in the contract. Or one who hold himself out as having special knowledge of the goods sold.
Why they divide the law governing sale of goods between merchant and consumer?
Valid K: Terms must be clear and definite if not, voidable by court. Why?
Consumer
Merchant
No special knowledge of goods sold, so they protected by law.
Have a higher degree of expertise and knowledge.
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