Syllabus, Fall 2001

Sales Transactions
L6282, Fall 2001
Professor Avery Wiener Katz

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Course syllabus

(Last updated: 11/02/2001 02:52 PM)

Office address: 638 Jerome Greene Hall (854-0066). E–mail:  My Fall 2001 conference hours will be announced at the beginning of the term; however, you are always welcome to stop by, or to call or e-mail me for an appointment at other times.

Class meets: Tuesdays and Thursdays, 1:30 – 2:45 pm, WJ 101.  Please check the official CLS curriculum schedule for the most up-to-date information regarding any scheduling changes.

Course description: An advanced course in contracts, focusing on the regulation and planning of sales transactions under Article 2 of the Uniform Commercial Code. This course is intended to build on the first–year contracts class in three ways. First, we will focus on mastering the specific provisions of the UCC — a complex, detailed statute that provides an integrated and interrelated body of law with a distinctive philosophical approach. Second, we will focus on the activities of the commercial business sector — a subcommunity of relatively sophisticated private actors, who typically bargain at arms' length and who have at least the opportunity to obtain legal advice before making their plans. Third, we will use the tools of economic analysis to study the regulatory consequences of the law of private exchange for these actors and for their activities. Accordingly, the course should be of interest to students who want to develop their skills in statutory analysis, in understanding and planning business transactions, and in applying economics to legal problems.

The course also covers international sales governed by the U.N. Convention on Contracts for the International Sale of Goods (CISG), and, if time permits, lease transactions governed by UCC Article 2A. Major topics include techniques of statutory analysis, the methodology and scope of the UCC and CISG, allocating the risk of loss, warranties and breach, excuse for nonperformance, disclaimers and remedy limitations, non-monetary remedies (including rejection, revocation, and cure), and prospective non-performance (including anticipatory repudiation and the right to demand adequate assurances.) Depending on the available time, additional topics may include modification, waiver, and third–party claims.

Requirements and format: The class format will combine lecture and discussion. Students are expected to prepare for and to participate in class discussion on a regular basis. Grades will be based primarily on a 24-hour take-home final examination, and secondarily on a computer-graded midterm quiz, tentatively scheduled for Friday, November 2. Both the midterm and the final will be open-book, though they will differ in format. The midterm will consist solely of true-false questions and is designed to test students on basic statutory mechanics; it will receive 20% weight in calculating overall course grades. The final exam will be in essay format and will focus on broader concepts and skills, and will receive 80% weight in calculating course grades. In addition, students who make significant positive contributions to class discussion over the semester may have their grades raised by up to one point (e.g., from B+ to A-); and those whose participation has been delinquent may have their grades lowered.

The course presumes that students have successfully completed the first–year course in contracts. Graduate students who have not taken first–year contracts or the equivalent are permitted to register, but should consult with me at the outset of the course.

Online resources: A copy of this syllabus, as well as copies of reading assignments, handouts and other class-related materials as they become available, can be found on the official course page on the Columbia server, at This page also includes a link to an on-line discussion forum, to which you are required to submit at least one question or comment over the course of the semester.

Readings: There are two required texts: Richard Speidel and Linda Rusch, Commercial Transactions: Sales, Leases and Licenses (West Group: 2001) and Selected Commercial Statutes (West Group: 2001). There are also a number of additional readings and cases, which are reproduced in a supplementary coursepack available at the Secretariat Office, Room 711 Jerome Greene Hall, and also available online to registered law students (you will need your UNI and password to access it from the university server).   In addition, students who desire additional background reading are encouraged to consult James J. White and Robert Summers, Uniform Commercial Code (West: 5th stud. ed. 1999), John Dolan, Commercial Law: Essential Terms and Transactions (Aspen: 1997), or John Honnold, Uniform Law for International Sales under the 1980 United Nations Convention (Kluwer: 3d ed. 1999) all of which will be placed on reserve under this course at the law library. For those looking for a brief summary and explanation of doctrine, I recommend Clayton Gillette and Steven Walt, Sales Law: Domestic and International (Foundation: 1999).

A reading list for the first part of the course is attached. Assignments may be modified as the semester goes along.

First assignment: For the first class meeting on Tuesday, September 4, please read pp. 1–35 in Speidel and Rusch, and please be prepared to discuss County Fire Door Corp. v. C.F. Wooding Co. (p. 26). You should also pick up a copy of the supplementary coursepack.

Reading assignments

Here is a tentative schedule of reading assignments for the first part of the term. Please note that the assignments may be modified, delayed, or accelerated as the semester goes along. Weekly updates will be posted on the website; specific assignments for each class will be announced in the preceding class.

Page numbers refer to the casebook, Speidel and Rusch’s Commercial Transactions: Sales, Leases and Licenses. Relevant sections of the UCC and other statutes can be found in the statutory supplement; whenever a statutory section is referenced in the casebook or coursepack, you will need to look up that section in the supplement and read it with care.  Bracketed numbers refer to the supplementary coursepack.

Tuesday, 9/04 Class #1 Intro to code analysis (1–35). Focus on County Fire Door Corp. v. C.F. Wooding Co. (p. 26).
Thursday, 9/06 Class #2 Scope of Article 2 (37–73). Focus on problem 2–1, Coakley & Williams v. Shatterproof Glass, and Advent Systems v. Unisys. Omit problem 2–2.
Tuesday, 9/11 Class #3 Scope of CISG (74-75, 101-102). Focus on problem 2–3.
Thursday, 9/13 Class #4 Basic Article 2 concepts (74–87, 176-79, [1]). Focus on problems 2–4 and 2–5.
Tuesday, 9/18 Class to be rescheduled (Rosh Hashanah)
Thursday, 9/20 Class #5 Basic Article 2 concepts, continued (88–100, [2], [3]). Focus on Zapatha v. Dairy Mart and problem 2–6.
Tuesday, 9/25 Class #6 Contract formation (501–511, [4]) Focus on problems 3–1 through 3–3, and on Filanto v. Chilevich.
Thursday, 9/27 Class to be rescheduled (Yom Kippur)
Tuesday, 10/02 Class #7 Battle of the forms
Thursday, 10/04 Class #8 Statute of frauds
Tuesday, 10/09 Class #9 The parol evidence rule
Thursday, 10/11 Class #10 Contracts with open terms
Tuesday, 10/16 Class #11 Risk of loss
Thursday, 10/18 Class #12 Breach of warranty
Tuesday, 10/23 Class #13 Implied warranties
Thursday, 10/25 Class #14 Disclaimers and limits on warranties.

Reading assignments, part 2

Here is a tentative schedule of reading assignments for the remainder of the term. Please note that the assignments may be modified, delayed, or accelerated as the semester goes along. Weekly updates will be posted on the website; specific assignments for each class will be announced in the preceding class.

Tuesday, 11/06 Contract modification. (410-421, 2-209). Focus on Roth Steel Products v. Sharon Steel and on problem 75.
Thursday, 11/08 Intro to warranties (205-234).  Focus on problem 51 and Keith v. Buchanan.
Tuesday, 11/13 Warranties of merchantability and fitness (240-264). Focus on Valley Iron, Delano Growers, and Lewis v. Mobil Oil .
Thursday, 11/15 Disclaimers and remedy limits; inspection (273-281, 304-314). Focus on Martin v. Joseph Harris, and Problems 5-5 and 5-6.
Monday, 11/19 Makeup class (6:30 pm).    Rejection and cure (325-354). Focus on  problem 6-4 and  TW Oil v. Consolidated Edison.
Tuesday, 11/20 Acceptance and revocation (355378). Focus on problems 66 and 67.
Tuesday, 11/27 Insecurity and repudiation by buyer (505-526). Focus on Plotnick v. Pennsylvania Smelting and Refining and on problems to be announced..
Thursday, 11/29 Money damages for breach.  Details to be announced.
Tuesday, 12/04 Agreed limitations on remedies (631-652).  Details to be announced.
Thursday, 12/06 Specific performance (449-459).