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Chapter 9

BUL 4310 Chapter Notes - Chapter 9: Uniform Commercial Code, United Nations Convention On Contracts For The International Sale Of Goods, Parol Evidence Rule

Business Law
Course Code
BUL 4310
Philip Kabler

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Chapter 9 Special Problems Concerning Sales Contracts
Article 2 of the Uniform Commercial Code sale of personal property or movables
Principal Changes for Sales Contracts in Article 2
o Higher standards of conduct for Merchants one who “deals in goods of the kind
or otherwise by his occupation”
o Statute of Frauds reference to price is not necessary, must be over $500
o Greater Flexibility contract for sale of goods can be silent waiting for
“reasonable” price at time of delivery of goods
o Interpretation of the Agreement intent shown by course of performance
accepted; previous conduct between parties; and practice of dealing in a trade
Limited to sales of personal property (does not cover real estate, services
or employment)
Convention on Contracts for the International Sale of Goods CISG; 1980 agreement for
international trade
o Applies to contracts between business entities located in different countries that
have ratified CISG
o Can add a provision for contract to follow a different law than CISG
o Firm Offer Rule CISG does not require a signed writing except in countries
where writing is required
o Battle of the Forms mirror image rule “additional or different terms,”
differences appear to be material alterations and mean no contract was formed
If party does not reject performance, then it is acceptable
o Statute of Frauds no CISG statute of frauds; some countries demand it in writing
U.S. has domestic statute of frauds but not international
o Parol Evidence CISG has no parol evidence, it is admissible
Non-sales Transactions bailments, leases, and gifts
o Bailments transfer of possession, care and control of personal property by the
owner or possessor (bailor) to another (bailee) for a limited time for a specific
o Leases transfer of rights of possession by the owner (lessor) of real or personal
property to another (lesee) for that person’s use during a period of time
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