The anonymous nature of Internet transactions created risks of transaction integrity and information protection.
- Internet transactions v. e-mail or written contracts
- What is advertising or mere puffing and what is a warranty?
- When does the contract come into existence? What are the terms? Are terms negotiable?
- What assurance do you have that the seller will perform? How will the seller make good on warranty claims? What is breach? What remedies are available?
- Will your credit card information be stolen? Will your personal information become part of a customer list that is sold over and over again?
8:30 a.m. - 10:30 a.m.
I. General Overview
A. Sources of Law – UCC Articles 2 (Sales), 2A (Leasing), UCITA (Computer Information), CISG (International Transactions) and Incoterms (Shipping & Insurance)
B. Mixed Sale Of Goods And Services
C. Construction Contracts
D. Liberal Administration Of Remedies
E. Supplementary General Principles Of Law
F. Implied Obligation Of Good Faith And Fair Dealing
G. Termination vs. Cancellation
H. New Developments
II. Form, Formation And Readjustment Of
A. Statute Of Frauds; Electronic Contracts
B. Parol Evidence Rule
D. Offer And Acceptance
E. Battle Of The Forms
F. Course Of Performance Or Practical Construction
G. Modification, Rescission And Waiver
H. Assignment And Delegation
10:30 a.m. - 10:40 a.m.
10:40 a.m. - 12:00 p.m.
III. General Obligations And Construction
A. Transfer And Deliver; Accept And Pay
B. Unconscionable Terms
C. Allocation Of Risks
D. Gap-Filling Provisions: Price, Place For Delivery, Time, Payment
E. Output, Requirements, Exclusive Dealings
A. Warranties Of Title, etc.
B. Express Warranties
C. Implied Warranties Of Merchantability And Fitness For Particular Purpose
D. Exclusion Or Modification Of Warranties
12:00 p.m. - 1:00 p.m.
Lunch (On Your Own)
1:00 p.m. - 1:55 p.m.
V. Title, Creditors And Good Faith
A. Passing Of Title; Reserving Security Interest
B. Rights Of Buyer vis-à-vis Seller's Creditors
A. Buyer's Rights On Seller's Insolvency
B. Manner Of Seller's Tender Of Delivery
C. Shipment vs. Delivery
D. Insurance Issues
E. Effect Of Seller's Tender
F. Cure By Seller Of Improper Delivery
G. Risk Of Loss
H. Inspection Rights
I. Tender Of Payment; Payment By Check
J. Payment Before Inspection
1:55 p.m. - 2:45 p.m.
VII. Using Letters Of Credit To Enhance
B. Credit Strength Of Issuer
C. Ease And Access
VIII. Breach, Repudiation And Excuse
A. Buyer's Rights To Accept Or Reject On Improper Delivery
D. Revocation Of Acceptance
E. Adequate Assurance Of Performance
F. Anticipatory Repudiation; Retraction
H. Excuse By Failure Of Presupposed
I. Procedure To Claim Excuse
2:45 p.m. - 2:55 p.m.
2:55 p.m. - 4:00 p.m.
A. Statute Of Limitations
B. Seller's Remedies
1. Identifying Goods To The Contract
2. Stoppage Of Delivery
5. Action For The Price
6. Incidental Damages
C. Buyer's Remedies
2. Damages For Non-Delivery
3. Damages For Breach Regarding Accepted Goods
4. Incidental And Consequential Damages
D. Specific Performance
E. Liquidation Or Limitation Of Damages
F. Contractual Modification Or Limitation Of Remedy
G. Arbitration And Mediation vs. Litigation
4:00 p.m. - 4:30 p.m.
X. Ethical Issues
A. What Are Ethics?
B. Is Ethics In Purchasing An Oxymoron
C. On The Border Of Zealous Representation