2006 Syllabus and sales

This two-credit course will focus almost exclusively on Article 2 of the Uniform Commercial Code, old and new, so that you can achieve an understanding not only of the text of the article but on the way that the current Article 2 has evolved and changed. The course will be especially helpful as a review of the common law of contracts and as preparation for your state bar exam. I will seek opportunities to make wide use of the Internet in class. We will also use some class time for worksheets on problems.

INSTRUCTOR: Professor William R. Long, Office 452. Email is blong@willamette.edu . Phone is (503) 370-6411. Contact me by email or see me in class if you would like to talk about anything relating to the class or your law school experience. Essays on many subjects covered in the class will appear regularly on my web page: www.willamette.edu/~blong and then under LAW, Sales Law.

CLASS MEETING: M and W, 11:30-12:30, Room 201.

CLASS EXPECTATIONS, REQUIREMENTS AND GRADING: Regular attendance, informed participation when called on in class and either sustaining of a two-hour final exam or writing a 10-15 page term-paper. The grade will be determined by your performance on either the final or the paper; class attendance and your general contributions towards making the class "work" can either raise or lower the grade one third of a gradation (from B+ to B or from B+ to A-, for example). For an explanation of the paper assignment, click here.

Because this is a class with more than 20 students, the grading rules adopted by the faculty for grade distribution and low grades apply. The policy provides: "In all second-and third-year classes with an enrollment of 20 students or more: (a) 10-15% of the grades shall be a C and below; and (b) at least 5% of the grades shall be below C." The mean grade for the course will be within the range of 2.80 - 3.00.

BOOKS: Required: (1) Benfield, Marion W., Jr., and William D. Hawkland, Sales: Cases and Materials (4 th Ed.; Foundation Press, 2003). (2) Selected Commercial Statutes 2005 Edition (Thomson/West, 2005).

TENTATIVE SCHEDULE:

INTRODUCTION

Week of January 9: Introduction; The Development of Article 2; Definitions; Sources of Law; Scope of Article 2. Unless otherwise indicated, the assignment is from the 2003 version of Article 2.

READING: January 9, Benfield, 1-7, 24-26 NOTE, 29-30 n.5,6. January 11, 2-102, 2-103(1)(k), 2-104, 2-105, 2-106, 2-107; Benfield, 11-20, 27 n. 1.

CONTRACT FORMATION

Week of January 16: More Introductory Matter; Choice of Law; Contract Formation

READING: January 16, UCC 1-103, 1-301, 1-302, 1-304; Benfield, 34-39. January 18, UCC 2-204, 2-206; Benfield, 40-44, 46-54.

Week of January 23: Statute of Frauds; Battle of the Forms

READING: January 23, UCC 2-201; Benfield, 58-65. January 25, UCC 2-207 (both old and new 2-207); Benfield, 74-83, 92-96.

Week of January 30: Modification, Open Offer; Electronic Commerce; Other Topics

READING: January 30, UCC 2-205, 2-209; Benfield, 104-116. February 1, UCC 2-211,2-212, 2-213; Benfield 102-104, 125-128.

Week of February 6: Parol Evidence Rule; Unconscionability

READING: February 6, UCC 2-202; Benfield, 165-170. February 8, UCC 2-302; Benfield, 130-141.

CONTRACT TERMS

Week of February 13: Terms Outside the Agreement; Risk of Loss

READING: February 13, UCC 1-303, 2-303 through 2-311; Benfield, 185-87. February 15, UCC 2-509, 2-510; Benfield, 222-228.

Week of February 20: Warranties I: A Brief History; Express and Implied Warranties

READING: February 20, UCC 2-313, Benfield, 238-248; my two essays on early history of warranty law. February 22, UCC 2-313, 2-314; Benfield, 252-257, 265-269.

Week of February 27: Warranties II: Implied Warranty of Merchantability and Fitness for Particular Purpose

READING: February 27, UCC 2-314, 2-315; Benfield, 270-279. March 1, Benfield, 280-299.

Week of March 6: Warranties III: Disclaimers; Privity; Magnuson-Moss Act

READING: March 6, UCC 2-316; Benfield, 313-325. March 8, 2-318, 2-313A, 2-313B; Benfield, 333-345; familiarity with Magnuson-Moss Act.

PERFORMANCE AND REMEDIES

Week of March 13: Buyer's Remedies for Seller's Breach I

READING: March 13, UCC 2-601 through 2-608, 2-508, 2-612; Benfield, 394-399. March 15, Benfield, 406-427.

Week of March 20: Buyer's Remedies for Seller's Breach II

READING: March 20, UCC 2-607(3), 2-711 through 2-719; Benfield, 458-465. March 22, Benfield, 475-481, 487-490, 493-502.

SPRING BREAK MARCH 27-31

Week of April 3: Seller's Remedies

READING: April 3, UCC 2-503, 2-507, 2-602, 2-702 through 2-710, 2-718. Benfield, 503-511. April 5, Benfield, 512-524, 537-540.

Week of April 11: Diminished Expectation of Performance; Repudiation; Commercial Impracticability and Review

READING: April 11, UCC 2-609, 2-610, 2-611; Benfield, 541-546, 554-558. April 13, UCC 2-615; Benfield, 562-570.

1600