Sales

Statue of Frauds- $500+ for sale of goods

Exceptions: SPAM

Specially manufactured goods

Part performance (enforceable only up to amount paid)
Admission in court
Merchant’s Confirming Letter (Merchant-to-merchant, no objections in
10 days)

Firm Offer Rule for Merchants

• Consideration not required
• Maximum can be held open = 3 months
• Must be a written document signed by offeror

Rain Check = firm offer if signed

• If no date specified, expires in 3 months

Tender = requirement that the seller put and hold conforming goods at
the buyer’s disposition and give the buyer any notification reasonably
necessary to take delivery

Risk of Loss
• Merchant dealing in goods being sold = ROL passes upon
delivery
• Non-merchant = ROL passes upon tender

Sale on Approval- Title and Risk of Loss remain with seller until goods
are accepted
• Not limited to merchant-to-merchant transactions
Sale or Return- Title & ROL remains with buyer until goods returned to
seller

Rejection of Goods – Title reverts to seller immediately

C.O.D.
• Pay -> Receive Goods -> Inspect -> Accept/Reject the Goods

Express Warranties- “Basis of the bargain”, Conforming to sample

goods
Implied Warranties- Fitness for a particular purpose, title, usage of
trade, merchantability

Upon Termination, to avoid liability of agent’s acts

• People w/whom the agent dealt = direct notice
• All others = Constructive Notice