A Sale Is Perfected by the Delivery of the Thing Subject Matter of the Contract


A common carrier supply contract occurs when a joint carrier, which is an independent contractor and not a representative of the seller (for example. B, a line of trucks), delivers the goods. The UCC further classifies this type of contract into shipping contracts and destination contracts: accordingly, the seller bears the loss if the item was lost before its completion. The reason for this is that there was no contract, because there was no reason or consideration. As the owner, the seller bears the loss. This means that he cannot demand payment of the price. Only in very limited circumstances (p.B when buying and selling shares) does federal law regulate purchase contracts. Until the 1950s, there were two main sources of law for contracts of sale: customary state law and state law. Thus, the laws governing purchase contracts differed from one State to another. As intergovernmental affairs grew in importance, there was a need for a uniform law on sales transactions that would harmonize the rules in the States. Therefore, the Uniform Commercial Code (CDU) was created in 1952 to regulate commercial transactions. All 50 states have adopted the code, but each has the power to amend it in accordance with the wishes of the state legislature. A simple delivery contract is concluded when the goods are transferred from the buyer to the seller at the time of sale or later.

B for example when delivering the goods. Transfers of ownership upon conclusion of the contract, at the same time insurable interest and risk of loss are transferred upon taking possession by the buyer, unless the seller is not a merchant. In the latter case, according to the rule of the delivery offer, the risk remains the responsibility of the buyer. The Civil Code also provides that in the event of loss, unless otherwise agreed, the goods remain at the seller`s own risk until ownership of them is transferred to the buyer, but if ownership of them passes to the buyer, the goods are at the buyer`s risk, whether or not the actual delivery has been made, with the exception that: In a purchase contract, if the item is lost, who should be the one to bear the loss? The UCC allows for four scenarios for purchase contracts: simple supply contracts, common carrier supply contracts, bailout contracts for goods, and conditional purchase agreements. Article 2 of the UCC refers specifically to contracts for the sale of goods. He defines a sale as a transaction that involves “the transfer of ownership from the seller to the buyer at a price.” However, traders are classified as a separate entity in accordance with UCC terms. This distinction is important because the Code contains provisions that apply specifically to merchants and impose greater obligations on merchants to protect individuals. There are four ways to classify a company as a trader: with globalization, there has been a significant expansion of business transactions beyond international borders. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is the main legal structure offered for the management of international commercial transactions.

The CISG covers largely the same subjects as the UCC, but it preempts the UCC in the event of a problem with an international sale. According to § 2-205 UCC, merchants` offers are considered binding offers if the offers are made in writing and it is expressly emphasized that there is an irrevocability period of three months. An irrevocability period of three months is assumed if the offer is not mentioned. Acceptance of the offer can be made in any reasonable way, but the mirror image rule does not apply under the UCC. This means that if the conditions of acceptance do not coincide with those of the offer, the acceptance will be treated as a counter-offer and no legally valid contract will be concluded. Purchase contracts must be in writing if the value of the goods is $500 or more. Amendments to the contract must be made in good faith and no reconsideration is required. A contractual provision or the entire contract itself may be considered unscrupulous if its terms are abusive or inappropriate. If a court finds it fair, the contract or some of its provisions may not be enforceable. Sometimes, however, the courts do not allow so-called “demand contracts.” In one case, a court ruled that the contract was an unenforceable illusory contract instead of an enforceable demand contract, even though it was a contract for the sale of goods (“as much as I need it”). The reason for this decision was that it did not appear that the buyer actually intended to make a purchase.

If the item was lost after delivery to the buyer, the buyer bears the loss. (Res perit Domino – the owner bears the loss.) However, in the case of an obligation to deliver a generic item, the loss or destruction of something of the same nature does not extinguish the obligation. A contract for the security of the goods is concluded when the goods are stored under the control of a third party. B for example in a warehouse or on a ship. The transfer of ownership and the risk of loss depend on whether the seller has a document indicating ownership of the goods and whether that document is negotiable or non-negotiable. A negotiable document contains the words “deliver on behalf of [Seller]”. Once this document is approved by the buyer, ownership and risk pass to the buyer. A non-negotiable document lacks these words. In these circumstances, ownership passes with the endorsement of the document, but the risk of loss does not pass until ownership is notified to the custodian of the goods. If a title document is completely absent, the property passes at the same time as the execution of the contract, but the risk does not pass until the depositary is informed of the transaction and recognizes it. An insurable interest arises when the buyer or seller has ownership, risk of loss or an economic interest in the goods. These definitions have created grey areas that have been clarified by the courts in their interpretation of the UCC.

In Crown castle inc. et al.c. Fred Nudd Corporation et al. in 2008, in which the telecommunications company Crown Castle sued a cell tower installation company for the construction of defective towers, the courts had to determine whether cell towers (monopolies) should be classified as mobile (and therefore as property) or non-mobile (and therefore as authenticity). In the end, it was established that monopolies are goods. Items associated with real estate (. B a counter or bar) and used for commercial activities are called commercial devices and treated as property. Software licenses are not hardware, but also non-mobile, and have been treated in different ways: as goods, as a mixed sale (a tangible object linked to an intangible object) and as pure services.

Objects such as earth and clay can be treated as commodities, even if they are part of buildings, as they can be extracted and moved. Plants that are sold while still growing in the countryside are also considered commodities, although they are technically immobile during cultivation. Finally, a conditional purchase contract is a contract that occurs when the sale is subject to approval. .


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