Sales Law

1. Sales Law November 17, 2009 Winn

2. Sales Law November 17 • Website updates • Amazon.com Certification • Earth Island Institute boycott of federal certification mark • ISO 9000 Quiz Results • 11/17 revised reading assignments • Tuesday 11/17 Class • More complete analysis of ISO 9000 problem • Problems through 3-10? • Thursday 11/19 • Watch Monty Python Dead Parrot Sketch on Youtube and identify the UCC Article 2 issue • Finish Chapter 3 • Problems 4-1 and 4-2 • Introduction to Supply Chains handout

3. Conrad Consumer v. Speedy Quality Assurance • If Speedy Quality Assurance was negligent in performing the certification • Nautical’s documents did not match Nautical’s processes • If Speedy Quality Assurance had met its duty of workmanlike services, it would have noticed and denied certification, and Wyndham would have terminated Nautical as a supplier • And if the breach of duty caused the harm to Conrad Consumer • Bad manufacturing practice at Nautical caused manufacturing defect in float switch which caused malfunction, and • But there was no way inspection by Wyndham could have detected defect, and • Proper certification would have caused bad manufacturing practice to be noticed and corrected, eliminating the defect, and • Conrad had kept the boat clean as required and did not otherwise contribute to the problem • Then Conrad might be able to recover damages from Speedy Quality Assurance

4. Void versus Voidable Title • Good Title • Buyer cannot be forced by anyone to surrender goods due to superior claim of ownership • Warranty of good title implied in law, absolutely explicit disclaimer required, nothing less works • Compare: basis of bargain must be disclaimed explicitly, cannot be disclaimed with general disclaimers • Voidable Title • Buyer has superior title to everyone in the world except former owner • Bought jewelry from jewelry shop but rightful owner only “entrusted” for repairs—only rightful owner can “avoid” the transfer to the buyer • Minor child enters into an unenforceable contract selling an asset, has option to “affirm” contract upon majority or to “avoid” it and reclaim goods • If Buyer sells to “good faith purchaser for value” then GFP gets good title • Void Title • Buyer has mere possession, must surrender goods under many circumstances • Thief stole goods from rightful owner, police can always recover possession for rightful owner from buyer or buyer’s buyer, etc.