Sales Law

1. Sales Law October 5, 2009 Winn

2. Sales Law October 5 • Reading estimate for Tuesday 10/6 • Through page 54, problems through 2-4 plus Questions p. 52-53 • Informal course website update • Revised Social Cost memo includes Cathedral • Compare intellectual property transactions to tangible goods transactions • Services versus goods • 21st century commerce: goods plus services plus intellectual property bundled together • Predominant purpose versus gravamen • Ex ante versus ex post • Discuss contract drafting exercise

3. Statute of Frauds • The following contracts cannot be enforced at law unless the plaintiff has a writing signed by the defendant • Sale of goods over $500 • Estates in land greater than 1 year • Contracts of employment that cannot be finished in one year • Suretyship [guarantee the debts of another] • Contracts entered into in consideration of a promise to marry

4. IPR versus Sales Law • Early modern history: commerce versus real property • Free alienability of property won over restrictions • Recent history: IPR in narrow economic sectors • Article 2: goods versus services a bigger problem • Publishing, industrial manufacturing • Balance social interest in promoting progress of science & useful arts with incentives to invent • Now: IPR everywhere • All rights not transferred are reserved—scope of license not to sue is limited to what owner chooses to grant • Acceleration of innovation, expansion of IPR mean it is everywhere

5. Workmanlike Services • What standard for liability for failure to provide workmanlike services? • Intentionally wrong • Careless/negligent • Strict liability without fault

6. Ex ante versus ex post EX ANTE EX POST Preliminary Negotiations Contract Formed Dispute Arises Breach Litigation