SALES (LAW 740) Golden Gate University School of Law Professor Helen E. Hartnell Fall Semester 2009 SYLLABUS

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1 SALES (LAW 740) Golden Gate University School of Law Professor Helen E. Hartnell Fall Semester 2009 SYLLABUS Course Description This course provides a comprehensive introduction to the law of sales under the Uniform Commercial Code ( UCC ). The UCC is one of the most important statutes in the U.S. legal system, since it governs many of the transactions we engage in every day, including most e- commerce purchases. Sales is, in addition, a topic that is tested on both essay and multiple choice portions of the bar exam. But beyond these obvious reasons, there are three further important reasons to take this course. First, learning the law of sales provides an opportunity to refresh your knowledge of basic common law contract doctrine, since we will frequently compare the UCC rule to the common law rule on a particular issue. The UCC s provisions on sales (found in Article 2) are of special interest in this context, since they alter some of the most basic rules of common law contracts. This comparison is of more than just academic interest, since bar questions often focus on just such differences. The second reason to consider taking this course is methodological. During much of your life as a law student, you have focused on reading cases. Yet many areas of practice are shaped by statutes, and lawyers need special skills to read a statute. For that reason, this course will be taught with special attention to learning how to read and interpret a complex statute. Unlike most courses you have taken in law school, we will read very few cases. Instead, the book and class discussions are based on a multitude of problems that are designed to promote hands-on experience with the art of dissecting and analyzing a statute. Even if you never plan to practice in the commercial law field, these skills are readily transferable to other areas of the law where statutes play an important role from taxation to environmental law, and from litigation to corporate and other regulatory areas of practice. Third, we look briefly at the United Nations Convention on Contracts for the International Sale of Goods ( CISG or 1980 Vienna Sales Convention ) which is binding U.S. law, in order to gain insight into the relationship between the U.S. domestic legal order and the larger international legal order in which it is embedded. Hartnell Sales Fall 2009 (Final) 1 of 6

2 Course Readings The textbook we will use this semester CAROL CHOMSKY & CHRISTINA KUNZ, SALE OF GOODS: READING AND APPLYING THE CODE (Thomson West: 2 nd Edition, 2004) takes an innovative approach to learning the UCC. I encourage you to purchase a copy of the problem-based book that does not already have answers written in it, since finding the answers using the Code is the key to learning this material. If you purchase a used book and rely on answers that have been worked out by the previous owner of the book, you will cheat yourself out of the main learning experience of this course. Class time is devoted to exploring the answers that students have come up with to the problems in the book, rather than to lecture. For this course, you will also need to have a Documents Supplement that contains the official versions of the following four statutory texts, along with the Official Comments on the Code provisions: (1) Unrevised UCC Article 1 ( old Article 1") (2) Revised UCC Article 1 ( new Article 1") (3) Unrevised UCC Article 2 ( old Article 2") (4) Revised UCC Article 2 ( new Article 2") If this seems complicated, it is, but necessarily so. The experts who are responsible for making periodic revisions to the UCC have been busy making revisions, but hardly any of the States have adopted the revised versions. To make matters even more complicated, some states have adopted the new version of Article 2 of the UCC, but kept the old version of Article 1 (which contains crucial definitions and general principles), while others (like California) have adopted the new version of Article 1, but kept the old version of Article 2. So much for uniformity! At present, both the Multistate Bar Examination and the California Bar Examination are based primarily on the old version of the UCC, although the CBE has also given notice that it will test on new Article 1, which has been adopted in California. We will emphasize old Articles 1 and 2, along with new Article 1 in this course, but will when time permits also look at new Article 2, so that you will be aware of significant changes. What this statutory complexity means, in practice, is that we all need to have a Documents Supplement that makes it as easy as possible for us to identify the proper versions of the UCC, and thus to be on the same page in class. For this reason, I strongly recommend that all students enrolled in the class purchase the same Documents Supplement, and caution you against purchasing older versions or other UCC supplements. Many classroom hours have been lost in prior years, and much too much confusion generated by the difficulties of figuring out whether students are looking at the old or the new versions of the UCC. For this reason, I have instructed the Bookstore to purchase the latest version Hartnell Sales Fall 2009 (Final) 2 of 6

3 of Selected Commercial Statutes for Sales and Contracts Courses (2009 Edition) from Thomson West. This Documents Supplement is prepared by the authors of our casebook, together with two other major casebook authors in this field, and it is as clear and comprehensive as it is possible to be, given the general state of chaos that prevails in the law itself. Further materials will be made available as-needed via the Westlaw TWEN site. Students are encouraged to sign up at the course TWEN site, in order to facilitate easy and timely communications, as well as distribution of pertinent course information. Find the course TWEN site at Course Details and Requirements Sales is a two-credit course. As a student in this course, you are expected to: attend class meetings each Wednesday from 3:00-4:40; come to each class prepared to discuss the assigned readings; and participate in regular class discussions. Your grade for the course will be based on an open-book final examination on Friday, December 4, at 2:00 p.m., unless the class opts for a take-home final exam. Students are responsible for signing the attendance sheet that is circulated during each class meeting (except during the first week of the semester). Any student who is excessively absent or unprepared may be assessed a pull point which would lower your final grade one step (e.g., an A- would be lowered to a B+). Students are permitted two (2) absences during the semester; thus three (3) or more absences are deemed excessive (absent a doctor's excuse). Lack of preparation also counts as an absence, even if the student is physically present in class. There are no prerequisites for this class. Non-JD students who have never taken the first-year course in Contracts are welcome, but may need to do some additional reading to fill in some of the gaps in their knowledge. Contact Information and Meetings I am available to meet with students during posted office hours, or by appointment. You can contact me by at <hhartnell@ggu.edu> or by telephone at (415) My office hours will be on Monday afternoons, but I will also be available to speak with you after our Wednesday class meetings. Hartnell Sales Fall 2009 (Final) 3 of 6

4 SALES (LAW 740) Golden Gate University School of Law Professor Helen E. Hartnell Fall Semester 2009 CLASS MEETING SCHEDULE AND READING LIST Prior to each class, please read the assigned pages in the CHOMSKY & KUNZ casebook, together with all pertinent statutory provisions and comments in the Documents Supplement, and give some thought to the assigned problems. Please note that you are expected to work through the Reading the Code problems before class, and that classroom discussions will focus on Applying the Code problems. August 19 INTRODUCTION; SCOPE OF ARTICLE 2 ( SALE OF GOODS ); SCOPE AND MIXED TRANSACTIONS CHOMSKY & KUNZ, Assignment 1, pp. 1-26; Assignment 2, pp (including the case Pass v. Shelby Aviation, but skip Software, Smart Goods and Article 2 & Problem 2-3 on pp ) August 26 INTERPRETIVE GUIDELINES FOR CONSTRUING THE CODE; TERRITORIAL LIMITS, APPLICABLE LAW AND THE INTERNATIONAL SALE OF GOODS CHOMSKY & KUNZ, Assignment 3, pp ; UCC Articles (old version) & (new version); CISG Hypotheticals (in-class handout; also available on TWEN); United Nations Convention on Contracts for the International Sale of Goods ( CISG or Vienna Sales Convention ), Articles 1-12, 93 & (in-class handout; also available on TWEN) September 2 CONTRACT FORMATION BY OFFER AND ACCEPTANCE OR BY CONDUCT CHOMSKY & KUNZ, Assignment 4, pp (but skip Problem 4-9 on pp ) Hartnell Sales Fall 2009 (Final) 4 of 6

5 September 9 DETERMINING THE CONTENT WHEN OFFER AND ACCEPTANCE DIFFER: BATTLE OF THE FORMS CHOMSKY & KUNZ, Assignment 5, pp (including Daitom case on pp , but skip Problem 5-6 on pp and Problem 5-11 on pp ) September 16 CONTRACT ENFORCEABILITY (STATUTE OF FRAUDS); THE DEFINITION OF MERCHANT CHOMSKY & KUNZ, Assignment 6, pp ; Assignment 7, pp (but skip Problems 7-7 & 7-8 on pp ) September 23 INTRODUCTION TO WARRANTIES; CREATION OF IMPLIED WARRANTIES CHOMSKY & KUNZ, Assignment 8, pp September 30 CREATION OF EXPRESS WARRANTIES; WARRANTY CONFLICTS AND DISCLAIMERS CHOMSKY & KUNZ, Assignment 9, pp (skip all questions related to the new version of the UCC); Assignment 10, pp (but skip Problem 10-6 and do not work through the materials on the Magnuson- Moss Warranty Act) October 7 PAROL EVIDENCE RULE: SUPPRESSION OF EVIDENCE OF EXPRESS WARRANTIES CHOMSKY & KUNZ, Assignment 12, pp (including the Nanakuli case on pp , but skip Problems & on p. 175) October 14 IDENTIFICATION, TENDER OF DELIVERY, RISK OF LOSS, AND PASSAGE OF TITLE CHOMSKY & KUNZ, Assignment 13, pp Hartnell Sales Fall 2009 (Final) 5 of 6

6 October 21 EXCUSE; BUYER S RIGHTS AND DUTIES AFTER TENDER, PART I: INSPECTION, REJECTION, AND CURE CHOMSKY & KUNZ, Assignment 16, pp ; Assignment 17, pp (but skip questions about the new version of the Code); Assignment 14, pp (Buyer s Right to Inspect the Goods) October 28 BUYER S RIGHTS AND DUTIES AFTER TENDER, PART II: ACCEPTANCE AND REVOCATION OF ACCEPTANCE OF GOODS; RISK OF LOSS IN PRESENCE OF BREACH; INSECURITY, REPUDIATION, AND RETRACTION CHOMSKY & KUNZ, Assignment 18, pp (but skip questions about new version of the Code; also skip Problems 18-5(G), 18-6(B) & 18-11(C)); Assignment 19, pp (but skip Problem 19-3) November 4 BUYER S REMEDIES FOR SELLER S BREACH CHOMSKY & KUNZ, Assignment 20, pp (but skip questions about the new version of the Code) November 11 SELLER S REMEDIES FOR BUYER S BREACH CHOMSKY & KUNZ, Assignment 21, pp (but skip questions about the new version of the Code) November 18 LIMITATIONS OF REMEDIES CHOMSKY & KUNZ, Assignment 22, pp (but skip questions about new version of the Code; also skip Remedy Provisions of the Magnuson-Moss Warranty Act & Problem 22-4 on pp ) December 4 FINAL EXAMINATION (2:00-4:00 P.M., UNLESS CLASS OPTS FOR TAKE-HOME EXAMINATION) Hartnell Sales Fall 2009 (Final) 6 of 6