Sales Transactions: Domestic and International

An advanced course in contracts, focusing on the regulation and planning of sales transactions under Article 2 of the Uniform Commercial Code. This course is intended to build on the first-year contracts class in three ways. First, we will focus on mastering the specific provisions of the UCC --- a complex, detailed statute that provides an integrated and interrelated body of law with a distinctive philosophical approach. Second, we will focus on the activities of the commercial business sector --- a subcommunity of relatively sophisticated private actors, who typically bargain at arms' length and who have at least the opportunity to obtain legal advice before making their plans. Third, we will use the tools of economic analysis to study the regulatory consequences of the law of private exchange for these actors and for their activities. Accordingly, the course should be of interest to students who want to develop their skills in statutory analysis, in understanding and planning business transactions, and in applying economics to legal problems.

The course also covers international sales governed by the U.N. Convention on Contracts for the International Sale of Goods (CISG), and, if time permits, lease transactions governed by UCC Article 2A. Major topics include techniques of statutory analysis, the methodology and scope of the UCC and CISG, allocating the risk of loss, warranties and breach, excuse for nonperformance, disclaimers and remedy limitations, non-monetary remedies (including rejection, revocation, and cure), and prospective non-performance (including anticipatory repudiation and the right to demand adequate assurances.) Depending on the available time, additional topics may include modification, waiver, and third-party claims.

Students are expected to prepare for and to participate in class discussion on a regular basis. Grades will be based primarily on a 24-hour take-home final examination, and secondarily on a computer-graded midterm quiz. Both the midterm and the final will be open-book, though they will differ in format. The midterm will consist solely of true-false questions and is designed to test students on basic statutory mechanics; it will receive 20% weight in calculating overall course grades. The final exam will be in essay format and will focus on broader concepts and skills, and will receive 80% weight in calculating course grades. In addition, students who make significant positive contributions to class discussion over the semester may have their grades raised by up to one point (e.g., from B+ to A-); and those whose participation has been delinquent may have their grades lowered.