Sales of Goods

Welcome to LawShelf’s video-course on sales contracts. This course comprehensively covers contracts for the sale of goods under Article 2 of the Uniform Commercial Code.

This is an intermediate level course and it is recommended that people without education or experience in contracts first take LawShelf’s video-course on the Basics of Contract Law to prepare for this one.

Module one looks at the structure of Article 2 of the UCC and the types of agreements that are covered by this Article. It then looks at how the UCC governs contract formation and contract terms. We will also look at various types of contracts, such as bilateral, unilateral, requirements and output contracts, and how they are defined and treated by the Code.

Module two looks at the importance of the written elements of contracts subject to the UCC. We will look at the statute of frauds to show which contracts must be in writing and what that writing must contain. We will also look at the parol evidence rule, which determines when and to what extent oral terms can supplement written terms. The module also covers the “battle of the forms,” which occurs when the terms of the acceptance differ from the terms of the offer.

Module three focuses on warranties, including express warranties and those implied by the circumstances or under Code provisions. The module also covers disclaimers of these warranties and when they are effective. Finally, the module focuses on the limits of contract law, including the extent to which third parties are protected and when contracts can be unenforceable due to unconscionability.

Module four turns to performance, including payments, deliveries and acceptances, rejections and revocations. We will focus on the anticipatory repudiation rules that the Code establishes to protect the reasonable expectations of parties contracting and commerce. We will also cover the circumstances under which contract performance is excused due to changed circumstances or other excuse.

Our last module covers remedies, including in-depth discussions of the applications of the expectation remedy for breach of contract as it applies to sales of goods cases. We will also look at circumstances under which other remedies, such as specific performance and application of liquidated damages, can be applied.

Upon the completion of this course, you will be able to apply the rules of the UCC to contracts for the sales of goods and the rules that are most common and important in commercial goods transactions.

Best of luck and we welcome your feedback.