Chapter 16 The Sales Contract

WHAT IS A SALE? Sale a contract in which ownership of goods transfers immediately from the seller to the buyer for a price Price the consideration for a sale or contract to sell goods Barter when parties exchange goods for goods

Goods tangible, movable, personal property –by UCC definition goods do not include money (except rare currency or rare coins) intangible personal property, such as legal rights patents and copyrights land and other forms of real property Payment occurs when the buyer delivers the agreed price and the seller accepts it

Receipt of goods the buyer takes physical possession or control of the goods Acceptance of goods the buyer has agreed, by words or by conduct, that the goods received are satisfactory Contract to sell a contract in which ownership of goods is to transfer in a sale in the future Vendor seller

WHAT IF THE SALES CONTRACT IS UNCONSCIONABLE? Unconscionable grossly unfair and oppressive –If a court decides that a clause is unconscionable it may: refuse to enforce the contract enforce the contract without the unconscionable clause limit the clauses application so that the contract is no longer unfair Contracts of adhesion contract in which the more powerful party dictates all the important terms

WHAT ARE THE RESULTS OF OWNERSHIP? Valuable rights –any rise in value belongs to the owner, goods may be enjoyed and used as the owner pleases Duties and burdens –taxes, use may be limited by governmental regulations, property should be protected and maintained, etc. The owner suffers loss when goods deteriorate because of the passage of time and the action of natural forces

MERCHANTS AND CASUAL SELLERS Merchants a seller who deals regularly in a particular kind of goods or otherwise claims to have special knowledge or skill in a certain type of sales transaction Casual seller one who sells only occasionally or otherwise does not meet the definition of merchant

MUST DELIVERY AND PAYMENT BE MADE AT THE SAME TIME? In the basic sales transaction, payment, delivery, and transfer of title take place simultaneously at the sellers place of business Bill of sale a receipt that serves as written evidence of the transfer of ownership of goods

WHEN IS SIGNED WRITING NOT REQUIRED UNDER THE STATUTE? When the goods have been received and accepted by the buyer When the buyer has paid for the goods and the seller has accepted payment When the goods to be specially made for the buyer are not suitable for sale to others in the ordinary course of the sellers business When the party against who enforcement is sought admits during legal proceedings that the oral contract was made