Sales Law October 5, 2009 Winn

Sales Law October 5 Reading estimate for Tuesday 10/6 – Through page 54, problems through 2-4 plus Questions p Informal course website update – Revised Social Cost memo includes Cathedral Compare intellectual property transactions to tangible goods transactions – Services versus goods 21 st century commerce: goods plus services plus intellectual property bundled together Predominant purpose versus gravamen – Ex ante versus ex post Discuss contract drafting exercise

Statute of Frauds The following contracts cannot be enforced at law unless the plaintiff has a writing signed by the defendant – Sale of goods over $500 – Estates in land greater than 1 year – Contracts of employment that cannot be finished in one year – Suretyship [guarantee the debts of another] – Contracts entered into in consideration of a promise to marry

IPR versus Sales Law Early modern history: commerce versus real property – Free alienability of property won over restrictions Recent history: IPR in narrow economic sectors – Article 2: goods versus services a bigger problem – Publishing, industrial manufacturing – Balance social interest in promoting progress of science & useful arts with incentives to invent Now: IPR everywhere – All rights not transferred are reserved—scope of license not to sue is limited to what owner chooses to grant – Acceleration of innovation, expansion of IPR mean it is everywhere

Workmanlike Services What standard for liability for failure to provide workmanlike services? – Intentionally wrong – Careless/negligent – Strict liability without fault

Ex ante versus ex post Dispute Arises Preliminary Negotiations Litigation EX ANTEEX POST Contract Formed Breach