Business Law with UCC Applications,13e Sales Contracts: Formation, Title, and Risk of Loss Chapter 13 McGraw-Hill/Irwin Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved.

13-2 Learning Objectives 1.Define the term goods and explain the nature of a sale. 2.Explain how Article 2 of the UCC applies to contractual relationships. 3.Explain the UCC rules that relate to written contracts. 4.Explain the two laws related to cyber-sales contracts. 5.Contrast an auction with reserve with an auction without reserve.

13-3 Learning Objectives (cont.) 6.Explain title, void title, and voidable title. 7.Determine when title of goods passes from seller to buyer. 8.Decide when the buyer or seller must bear the risk of loss. 9.Compare a sale on approval with a sale or return. 10.Define an insurable interest.

13-4 Sales Contracts: Formation, Title, and Risk of Loss The Sale and Lease of Goods –Sales of Goods –Leases of Goods –Goods and Services

13-5 Sales Contracts: Formation, Title, and Risk of Loss Rules for Sales Contracts –Good Faith, Course of Dealings, and Usage of Trade –Formation of a Sales Contract

13-6 Sales Contracts: Formation, Title, and Risk of Loss Formation of a Sales Contract –Offer and acceptance –Firm offer –Open-price terms –Output and requirements terms –Additional terms in acceptance –Modification

13-7 Sales Contracts: Formation, Title, and Risk of Loss The Form of a Sales Contract –The Written Sales Contract –Cyber-Sales Contracts –International Law –Auction Sales and Cyber-Auction Fraud

13-8 Sales Contracts: Formation, Title, and Risk of Loss The Written Sales Contract –Exceptions to the general rule –Oral contracts between merchants –Specially manufactured goods –Admissions in court –Executed contracts –Requirements of writing –Signature requirements

13-9 Sales Contracts: Formation, Title, and Risk of Loss Cyber-Sales Contracts –The E-Sign Act –The Uniform Electronic Transactions Act (UETA)

13-10 Sales Contracts: Formation, Title, and Risk of Loss Title, Passage of Title, and Risk of Loss –Valid Title, Void Title, and Voidable Title –Passage of Title and Risk of Loss

13-11 Sales Contracts: Formation, Title, and Risk of Loss Valid Title, Void Title, and Voidable Title –Entrusting goods to a merchant

13-12 Sales Contracts: Formation, Title, and Risk of Loss Passage of Title and Risk of Loss –Shipment contracts –Destination contracts –No delivery required –Fungible goods –Documents of title –Agreement of the parties –Revesting of title in seller –International sales

13-13 Sales Contracts: Formation, Title, and Risk of Loss Sales, Returns, and Insurable Interest –Sale on Approval –Sale or Return –Insurable Interest