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Sales Law

Sales Law. November 19, 2009 Winn. Sales Law November 19. Thursday 11/19 Watch Monty Python Dead Parrot Sketch on Youtube and identify the UCC Article 2 issue Introduction to Supply Chains handout Finish Chapter 3 Monday 11/23 Problems 4-1 to 4-4, 4-6 and 4-7.

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Sales Law

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  1. Sales Law November 19, 2009 Winn

  2. Sales Law November 19 • Thursday 11/19 • Watch Monty Python Dead Parrot Sketch on Youtube and identify the UCC Article 2 issue • Introduction to Supply Chains handout • Finish Chapter 3 • Monday 11/23 • Problems 4-1 to 4-4, 4-6 and 4-7

  3. Markets, Relational Contracts, Bureaucracy MBA: “Make or Buy” Relational Contract Market Bureaucracy Commodity Futures Consulting Employment Supplier (Wal-Mart) Supplier (Toyota) Lending Stock Market Vertical Integration Outsourcing

  4. Article 2 Warranties • Express warranties • Contract terms created by words or conduct of seller • [Can only be disclaimed with specific disclaimers] • Implied warranty of merchantability • Objective standard based on trade standards and reasonable expectations • [Can be disclaimed with conspicuous general disclaimers] • Implied warranty of fitness for a particular purpose • Implied in law based on individual requirements communicated by buyer to seller and interpreted by seller • [Can be disclaimed with conspicuous general disclaimers] • Implied Warranty of Title • Ownership of goods is a fundamental implied term • [Can only be disclaimed with great difficulty with very specific disclaimers]

  5. Void versus Voidable Title • Good Title • Buyer cannot be forced by anyone to surrender goods due to superior claim of ownership • Warranty of good title implied in law, absolutely explicit disclaimer required, nothing less works • Compare: basis of bargain must be disclaimed explicitly, cannot be disclaimed with general disclaimers • Voidable Title • Buyer has superior title to everyone in the world except former owner • Bought jewelry from jewelry shop but rightful owner only “entrusted” for repairs—only rightful owner can “avoid” the transfer to the buyer • Minor child enters into an unenforceable contract selling an asset, has option to “affirm” contract upon majority or to “avoid” it and reclaim goods • If Buyer sells to “good faith purchaser for value” then GFP gets good title • Void Title • Buyer has mere possession, must surrender goods under many circumstances • Thief stole goods from rightful owner, police can always recover possession for rightful owner from buyer or buyer’s buyer, etc.

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