Sales And Ucc

Sales Statue of Frauds- $500+ for sale of goods Exceptions: SPAM Specially manufactured goods Part performance (enforceable only up to amount paid) Admission in court Merchant’s Confirming Letter (Merchant-to-merchant, no objections in 10 days) Firm • • •

Offer Rule for Merchants Consideration not required Maximum can be held open = 3 months Must be a written document signed by offeror

Rain Check = firm offer if signed • If no date specified, expires in 3 months Tender = requirement that the seller put and hold conforming goods at the buyer’s disposition and give the buyer any notification reasonably necessary to take delivery Risk of Loss • Merchant dealing in goods being sold = ROL passes upon delivery • Non-merchant = ROL passes upon tender Sale on Approval- Title and Risk of Loss remain with seller until goods are accepted • Not limited to merchant-to-merchant transactions Sale or Return- Title & ROL remains with buyer until goods returned to seller Rejection of Goods – Title reverts to seller immediately C.O.D. • Pay -> Receive Goods -> Inspect -> Accept/Reject the Goods Express Warranties- “Basis of the bargain”, Conforming to sample goods Implied Warranties- Fitness for a particular purpose, title, usage of trade, merchantability Upon Termination, to avoid liability of agent’s acts • People w/whom the agent dealt = direct notice • All others = Constructive Notice