(Q2) UCC Article 2, Liability & Passage of Title, Statute of Frauds under UCC pg (19) 20-22

Part of The Law Merchant of English Common Law

Concerns sale of tangible, movable, personal property

Does not apply to intangible or real property, or service contracts if predominate feature is the sale of the service.

Type of consideration in a sales contract

document that shows evidence of title or ownership to personal property, usually for buyer’s benefit to show ownership. Similar to a deed transferring real property and is not the contract

the agreement between the parties

concerns existing goods

• concerns future goods, meaning not yet in existence or owned by seller at the time of the transaction. • title will pass at some point in the future, usually upon delivery to buyer

• when title passes, so does risk of loss • In a sale, title generally passes immediately when parties agree on the goods and the price • Note: parties can agree in the contract who will bear the risk of loss and when. This will control over the UCC.

title does not pass until buyer approves of the goods

completed sale, but buyer has a right to return. Title passes to buyer but will revert back to seller if returned. Look at the language of the contract to determine type of sale

not really a sale. Owner (consignor) gives to consignee to sell on their behalf

contract between seller (consignor/shipper) and carrier

usually the point to which the seller will bear risk of lost

Mandates which contracts must be in writing to be enforceable.

*Applies to executory contracts only, whether a sale or a contract to sell *Applies to a Sale of goods (tangible personal property) for $500 or more * if there are several items, it must be part of the same sales transaction.

sale is complete and valid at the fall of the hammer. owner has right to refuse the highest bid

sale is complete and valid at the fall of the hammer. owner must accept the highest bid

1) Must contain all material terms: parties, type and quantity of merchandise, price, any conditions for delivery and acceptance 2) in existence by time of suit and signed by breaching party

1.Receipt and acceptance of goods by buyer 2. A Judicial Admission by defendant 3. Non resalable goods. For ex: specifically manufactured goods for a specific buyer. 4. Payment in full, or partial payment