The Formation of Sales Contracts by vow15418


									The Formation of Sales Contracts

            Chapter 10
      Article 2-Sales of Goods
• Sale: "the passing of title from the seller to
  the buyer for a price" [UCC 2-106(1)]. The
  price may be payable in money, goods,
  services, or land.
• Goods: tangible personal property
  If a transaction involves both goods and
  services, a court determines which aspect is
• Merchant:
• (1) deals in goods of the kind involved;
• (2) by occupation, holds themselves out as
  having knowledge and skill peculiar to the
  practices or goods involved in the
• (3) employ a merchant as a broker, agent, or
  other intermediary. UCC 2-104:
   UCC Changes from Common
1, Open Terms ( Price, Payment, Delivery) UCC 2-
2. Merchant's Firm Offer UCC 2-205
3. Acceptance
   a. promise to ship or prompt shipment 2-206(1)(b)
   b. Additional Terms 2-207
4. Modification needs no consideration, must be in
   good faith
      International Sale Goods
• Contracts for the international sale of goods
  are governed by the 1980 United Nations
  Convention on Contracts for the
  International Sale of Goods (CISG).
      Applies when the parties to an
  international sales contract do not specify in
  writing the precise terms of their contract.
      Does not apply to consumer sales.
  Comparison of CISG and UCC
• Mirror Image Rule applies in CISG(Art 19)
• An offer is irrevocable if the offeror states
  that it is; offeree reasonably relies on it as
  irrevocable; writing and consideration not
  needed. Art. 16(2).
• CISG – No Statute of Frauds. (Art.11)
• CISG - Must state price
        Special Provisions in
       International Contracts
• Choice of Language
• Choice of Forum ( Place of litigation)
• Choice of Law (Sellers place of business if
                      not specified.)
• Force Majeure ("Impossible or Irresistible Force")
     Stipulates that acts of God and other
  eventualities (government orders regulations,
  embargoes, shortages of materials) may
  excuse a party from liability for nonperformance.

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