This course explores the legal principles governing sales of goods under Article 2 of the Uniform Commercial Code (UCC). Students will examine the rules, policies, and interpretive doctrines that apply to contracts for the sale of goods, with special emphasis on formation, performance, risk of loss, remedies, and warranties. Through close study of statutory language and judicial interpretations, the course equips students with the tools to analyze and resolve issues commonly arising in domestic and international commercial transactions.
Sales law serves as the backbone of many business and consumer transactions. This course also explores Article 2A (Leases) and compares UCC rules with common law contract doctrine and international frameworks like the CISG. The curriculum balances academic rigor with practical insights relevant to litigation, in-house counsel, and transactional work.
Course Objectives
By the end of this course, students will be able to:
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Understand and apply the provisions of UCC Article 2 to the sale of goods.
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Analyze how UCC rules differ from and interact with common law contract doctrines.
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Interpret the statutory language of the UCC and apply it to real-world problems.
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Distinguish between goods and non-goods transactions and determine Article 2 applicability.
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Identify and resolve issues involving contract formation, modification, performance, breach, and remedies.
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Analyze the scope and effect of express and implied warranties, disclaimers, and limitation of remedies.
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Recognize and address commercial practice norms like course of dealing, usage of trade, and course of performance.
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Compare U.S. domestic sales law with international instruments, such as the United Nations Convention on Contracts for the International Sale of Goods (CISG).
