1. Sales Law
October 1, 2009
Winn

2. Sales Law October 1 Reading estimate for Monday 10/5
Through page 54, problems through 2-4 plus Questions p
Old 1-105, New 1-301, Substitute 1-301
NCCUSL in 2007, ALI in 2008 approved “substitute” (same text as old 1-105) because each state adopting Article 1 was doing it anyway
Review purposive interpretation 1-103
Compare intellectual property transactions to tangible goods transactions
21st century commerce: goods plus services plus intellectual property bundled together

3. 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

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

5. 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

6. Preliminary Negotiations
Ex ante versus ex post
EX ANTE
EX POST
Preliminary Negotiations
Contract Formed
Dispute Arises
Breach
Litigation