Sales Law
October 22, 2009
Winn
Sales Law October 22
• Reading estimate for Monday 10/26
– Finish Unconscionability 2-13, 2-14 (skip 2-15)
– Chapter 3, Problems 3-1, 3-2 (skip 3-3, 3-4)
– Tuesday 10/27: Problems 3-5, 3-6
• “Conclusory” contract terms will not be on the
exam
– But actual terms from Delta & Peco or Wal-Mart &
Rockford probably will be used in facts
• Class preparation strategy
– Read statutory section to get oriented
– Read comments for clarification
– Re-read statutory section to test understanding
• Introduction to Standards
What about “rolling contracts”?
• Most law professors reject, focus on oral
contract/F2F payment for goods in store
– Under Restatement, terms in box are mere proposals
that customer is free not to accept
– Under UCC, additional terms are mere proposals if
buyer is consumer; deemed accepted unless material if
buyer is merchant
• Most practitioners accept, focus on “expectations
of parties” that restrictive terms will come in box
– Under Restatement, implied condition that buyer will
review additional terms and return computer if not
acceptable
– Under UCC, 2-204(3) not 2-207(2)
Statute of Frauds:
Don’t Be a Magpie!
What is Merchant/Law Merchant?
• Medieval Law Merchant
– Legal pluralism in medieval society: applicable law based on
legal status: serf under lord, priest under church [benefit of
clergy], sailors under admiralty, merchant under law
merchant
– Sovereigns gave merchants freedom of fairs, freedom of
cities to promote trade
• Early modern Law Merchant
– William Murray, Lord Mansfield used panels of merchant
experts to introduce law merchant into common law of
England 1750-1790
• Uniform Commercial Code
– Historical omance of law merchant, anthropology of tribal
customs, German commercial code mixed, but do merchant
customs really exist in modern world?