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Sales and Leases: A Problem-based Approach
first Edition
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Sales and Leases: A Problem-based Approach

by Scott J. Burnham, Kristen Juras
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Sales and Leases is a coursebook for a 3-credit course in personal property sales and leases – the subject matter of UCC Articles 2 and 2A. Adjustments could be made for other credit allocations and chapters can be used on a stand-alone basis. The course is designed so that students both review the rules and principles they studied in their first-year course in Contracts and learn the rules that apply to the subset of contracts for the sale and lease of goods. Students taking this course should be well-prepared to solve legal problems in contracts and sales, and should be well-prepared for those parts of the bar exam as well. 

Introduction
About the Authors
About CALI eLangdell Press
Notices
1. Introduction to the Uniform Commercial Code and Article 1
1.1. History of the UCC
1.2. Purposes of the UCC
1.3. Variation of UCC Provisions by Agreement
1.4. Good Faith
1.5. Unconscionability
1.6. Hierarchy of Construction
1.7. Supplementation by Other Law
1.8. Choice of Law
2. Introduction to UCC Article 2
2.1. Scope of Article 2: Transactions in Goods
2.2. Mixed Transactions
2.3. Application of Article 2 to Sales of Computer Software
2.4. The Article 2 “Merchant” Rules
2.5. Special Cases Regarding “Merchant” Status
3. Formation of a Contract under the UCC
3.1. Common Law Principles of Contract Formation
3.2. Relaxed Formation Rules under the UCC
3.3. Offer and Acceptance
3.4. Uniform Electronic Transactions Act
4. Battle of the Forms
4.1. Introduction
4.2. First Step: Work through Section 2-207(1) before the Comma
4.3. Second Step: Look for Language Sufficient to Satisfy Section 2-207(1) after the Comma
4.4. Third Step: Determine the Effect of Different or Additional Terms
4.5. Conclusion
5. Statute of Frauds
5.1. Statute of Frauds – the General Rule
5.2. The Confirmation between Merchants Exception
5.3. Exceptions Applicable to Merchants and Non-Merchants
5.4. Estoppel
5.5. Writings Signed by Agents
6. Warranties Implied by Law
6.1. Introduction to Warranties
6.2. Warranties of Title
6.3. Warranty Against Infringement
6.4. Implied Warranty of Merchantability
6.5. Merchantability Standards
6.6. Merchantability of Used Goods
6.7. Special Standards of Merchantability for Food
6.8. Merchantability of Inherently Dangerous Goods
6.9. Implied Warranty of Fitness for a Particular Purpose
6.10. Other Implied Warranties
7. Express Warranties and Warranties Given by Remote Sellers
7.1. Creation of Express Warranties
7.2. Basis of the Bargain
7.3. Warranties Given by Remote Sellers
7.3.1. Express Warranties of Remote Sellers
7.3.2. Implied Warranties of Remote Sellers
7.3.3. Notice of Breach
8. Disclaimer of Warranties; Magnuson-Moss Warranty Act; Third Party Beneficiaries under § 2-318
8.1. Disclaimer of Warranties
8.1.1. Conflicting Warranties
8.1.2. Statutory Disclaimer of Warranties and Statutory Prohibitions
8.1.3. Disclaimer of Express Warranties
8.1.4. Disclaimer of Implied Warranties
8.1.5. Disclaimer of Warranties of Title and Against Infringement
8.1.6. Post-Sale Disclaimers
8.1.7. Limitations of Remedy
8.2. Magnuson-Moss Warranty Act
8.2.1. Introduction to the Magnuson-Moss Warranty Act
8.2.2. Warranties under the Act
8.3. Third Party Beneficiaries
8.3.1. Privity
8.3.2. UCC § 2-318
8.3.3. Alternatives
8.3.4. Remote Sellers under UCC § 2-318
8.3.5. Interplay of Disclaimers and Privity
9. Parol Evidence Rule; Contract Modification
9.1. The Common Law Parol Evidence Rule
9.1.1. Purpose
9.1.2. Meaning of “Parol” Evidence
9.1.3. Exceptions
9.1.4. Final Written Expression
9.1.5. Necessary Elements
9.2. UCC Parol Evidence Rule
9.3. Contract Modification
9.3.1. Modification
9.3.2. Statute of Frauds
9.3.3. Waiver
10. Delivery Terms and Title Issues
10.1. Delivery Terms
10.1.1. Identification of Goods
10.1.2. When Does Identification Occur?
10.1.3. Tender of Delivery
10.1.4. Common Carrier Contracts
10.1.5. Risk of Loss
10.1.6. Bailment Contracts
10.1.7. Choice of Law
10.2. Title
10.2.1. Passage of Title
10.2.2. Transferor’s Title
10.2.3. Good Title
10.2.4. Voidable Title
10.2.5. Void Title
10.2.6. Good Faith Purchaser for Value
10.2.7. Entrustment
11. Impracticability (Excuse by Failure of Presupposed Conditions)
11.1. Common Law
11.2. The UCC Scheme: § 2-615
11.3. Failure of Basic Assumption
11.4. Impracticability
11.5. Notice
11.6. Allocation
11.7. Section 2-616
11.8. Section 2-613
11.9. Section 2-614
11.10. Use of Force Majeure Clauses
12. UCC Perfect Tender Rule; Seller’s Right to Cure
12.1. Material Breach versus Immaterial Breach
12.2. Perfect Tender Rule
12.3. Qualifications to the Perfect Tender Rule
12.4. Timing and Notice of Rejection
12.5. Seller’s Right to Cure
12.6. Installment Contracts
12.7. Buyer’s Duties in Event of Rejection
12.8. Summary: The Code Scheme for Delivery
13. Acceptance; Revocation of Acceptance
13.1. Acceptance
13.2. Effect of Acceptance
13.3. Revocation of Acceptance
13.4. Return of Goods after Revocation
13.5. Effect of Breach on Risk of Loss
14. Anticipatory Repudiation
14.1. Common Law Development of Anticipatory Repudiation
14.2. Remedies at Common Law
14.3. UCC Rules Governing Anticipatory Repudiation
14.4. Common Law Still Relevant
14.5. Rights of Non-Repudiating Party under § 2-610
14.6. Retraction
14.7. Seller’s Right of Reclamation
15. Common Law Remedy Principles and Seller’s Remedies under the UCC
15.1. Common Law Remedy Principles
15.1.1. Basic Common Law Remedy Concepts
15.1.2. Purpose of Remedies
15.1.3. Material versus Immaterial Breach and Effect on Remedies
15.1.4. Terminology
15.1.5. Non-compensatory Damages
15.1.6. Burden of Proof
15.2. UCC Seller Remedies
15.2.1. Summary of Seller Remedies
15.2.2. Recovery of Purchase Price
15.2.3. Remedy of Resale
15.2.4. Market Price Remedy
15.2.5. Lost Profit
15.2.6. Unfinished Goods
16. Buyer Remedies under the UCC
16.1. Summary of Buyer Remedies
16.2. Remedies Where Buyer Accepts Non-conforming Goods
16.3. Notice
16.4. Buyer’s Remedy of “Cover.”
16.5. Buyer’s Remedy of Market Price Damages
16.6. Specific Performance
17. Limitation of Remedies
17.1. Freedom of Contract
17.2. Liquidated Damages Clauses
17.3. Limitation of Remedies under § 2-719
18. Statute of Limitations
18.1. Introduction
18.2. Duration – How long is it?
18.3. Accrual -- What event starts it running?
18.4. Suits against Manufacturers and Remote Sellers
18.5. Indemnity
18.6. Breach of Warranties for Future Performance
18.7. Promises to Repair or Replace
18.8. Tolling -- what events toll it (keep it from running)?
19. Assignment and Delegation
19.1. Introduction
19.2. Delegation of duty
19.3. Assignment of rights
19.4. Prohibition of assignment and delegation
20. Article 2A -- Leases of Goods
20.1. History of Article 2A
20.2. Definition of Lease
20.3. Lease or Security Interest?
20.4. Consumer Leases
20.5. Finance Leases
20.6. Lease-Purchase Agreements
20.7. Provisions of Article 2A
20.8. Remedies

Professor Scott J. Burnham teaches in the areas of contracts, commercial law, and intellectual property. Professor Burnham received his J.D. and LL.M. degrees from New York University School of Law in 1974 and 1981. Between degrees, he practiced in New York City with London, Buttenweiser, Bonem & Valente, and then as a sole practitioner. He has been a visiting professor at Santa Clara, Tennessee, Western New England, Memphis, UNLV, Hawaii, Ohio State, Cardozo, Montevideo (Uruguay), and Vytautas Magnus (Lithuania). He is the author of numerous law review articles in the fields of contracts, consumer law and legal education, and two books on drafting published by The Michie Company: The Contract Drafting Guidebook, which is written for practitioners, and Drafting Contracts, 2nd ed., which is written for law students. He is a member of the ALI.

Professor Kristen Juras has taught contracts, UCC Article 2, property, business, international law and other classes at the University of Montana School of Law since 2000. She is the coauthor of the Law of the Sea in a Nutshell (West 2009) and Cases and Materials on the Law of the Sea (Brill 2015). Prior to teaching, Professor Juras practiced transactional and commercial law for more than twenty years, including serving as general counsel for a publicly traded corporation.

Scott J. Burnham & Kristen Juras, SALES AND LEASES: A Problem-based Approach, Published by CALI eLangdell Press. Available under a Creative Commons BY-NC-SA 4.0 License.

CALI® and eLangdell® are United States federally registered trademarks owned by the Center for Computer-Assisted Legal Instruction. The cover art design is a copyrighted work of CALI, all rights reserved. The CALI graphical logo is a trademark and may not be used without permission.

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