Georgetown University Law Center
Examination in Commercial Law: Sales Transactions
(3 Hours)
Professor Avery Wiener Katz
Final Examination
Friday, December 12, 1997
1:30 pm — 4:30 pm
Instructions:
1. The examination consists of 4 pages, including the instruction sheet. Please check now to ensure your
copy is complete.
2. This is an open book examination; any written materials may be consulted. You are encouraged to use your casebook and class notes, and strongly encouraged to use your statute book.
3.. The exam consists of three questions of varying length. Each carries grading weight in an amount proportional to the time allocated. I recommend that you spend a significant portion of the time allocated for each question planning and organizing your answer. If you feel that any of your answers depend on facts that are not supplied, you should state clearly any additional assumptions you are making.
4. If possible, please begin your answers to each of Questions 2 and 3 in new examination books, so that I can grade each question independently.
5. Please write legibly; this will ensure that you receive due credit for your entire answer. If possible, please also write on alternate lines of the examination book, as this tends to make your answer much easier to read. I will read material that appears on the scrap paper if you indicate in your examination book that you wish me to, but not otherwise.
6. Unless you are told otherwise, you should assume that all hypothetical parties referred to in the questions below reside and do business in the United States.
7. Good luck on the exam; and for those of you graduating at the end of the term, best wishes.
Please do not turn the page until the exam proctor gives the signal.
Question 2 (60 minutes, 1/3 of exam)
You represent Max, a discount retailer of office products doing business in the State of Virginia. Max operates
what is known in the trade as a "bare–bones volume" operation: he sells only to business customers (or,
more generally, to customers who represent themselves as business customers) who are willing to buy in bulk sealed
packages (e.g., pens and pencils by the gross, paper by 5000–count, etc.) He does sell individual pieces of large
equipment such as computers, printers, desks, and file cabinets, and displays demonstration models of such items
on his shop floor. Most of his expenditures, however, are associated with his warehouse and shipping department.
He employs only one cashier and two sales persons who have direct contact with buyers at the point of sale. His
approach to marketing is to offer very low prices, which he can afford to do because of high volume and low costs.
Some of his customers, especially those to whom he grants credit, buy under purchase orders and expect their goods
to be shipped; others are cash–and–carry. In either event, Max provides minimal sales assistance, apart from a
catalog he prints and distributes, and no after–sale services. His business practice is to accept returns only
for large equipment items, and even then only if the items suffer from major defects, such as a computer that does
not operate. Customers are expected to absorb the costs of minor nonconformities in bulk shipments of ordinary
office supplies, and for more significant nonconformities, customers are awarded store credit to be applied to
subsequent purchases.
Most of Max's customers have been happy to do business under such arrangements, but a few unsatisfied buyers have
complained. Max wants you to draft an enforceable disclaimer or its equivalent, to be included in his sales contracts,
that will help him deal with such problems if they arise again in the future. What would you recommend? Can
Max's needs be met through such legal arrangements, or does he need to make more substantive changes in the way
he conducts his business?
Question 3 (30 minutes, 1/6 of exam)
Write a letter to Richard Speidel, co–author of your casebook and Chief Reporter to the official Drafting Committee
for revising UCC Article 2, in which you explain which Article 2 provision, in your view, is most in need of revision
and why. Your only restriction is that you may not choose §2–207. If you insist, you may choose more than
one provision, but beware of spreading yourself too thin and detracting from the force of your argument.
END OF EXAM
WRITE NOTHING AFTER TIME IS CALLED