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The second edition of a book on sales and leases of goods by two of the country’s leading experts in commercial law. The book uses a problem-based approach to help students master the applicable legal rules, understand how the law applies to both simple and complex commercial transactions, and learn how to use the law in planning transactions and drafting agreements. The book consists primarily of text and carefully sequenced problems. Many of the problems ask students to apply the law to a set of facts. Others do the reverse, asking students to identify a set of facts to which a specific rule applies. The remainder prompt students to think about the policies underlying the law or how the law affects commercial behavior or do a bit of contract drafting. An extensive teacher’s manual contains suggestions on teaching methodology and a detailed analysis of all problems. PowerPoint slides custom designed for almost every problem are also available to teachers.

Imprint: West Academic Publishing
Series: American Casebook Series
Publication Date: 02/06/2015

Linda J. Rusch, Gonzaga University School of Law

Stephen L. Sepinuck, Gonzaga University School of Law


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In addition to overall rewrite for clarity and consistency, and correction of errors:

  • Throughout, updated UNIDROIT Principles of Commercial Contracts (change from 2004 edition to 2010 edition)
  • Updated citations to cases from 2009-present (added citations to over 60 cases, deleted citations to 40 cases)
Chapter 1
  • updated state of the enactments of revisions of Articles to the UCC, withdrawal of revised Articles 2 and 2A
  • Revision of Problem 1-1, adding new analysis of intangible right
  • Revision of Problem 1-3, analysis of application of Article 2 based upon use of good
  • Deletion of material on blood and body products
  • Added citations to 10 law review articles from 2009 to present
Chapter 2
  • Added new subpart to problem 2-9 on the meaning of statute of frauds
  • Deleted Fiser v. Dell Computer
  • Revised discussion of unconscionability
  • Rewrote problem 2-13 to change facts for analysis
  • Added citations to 20 law review articles from 2009 to present
Chapter 3
  • New questions re: modification based upon Man Industries (India), Ltd. v. Midcontinent Exp. Pipeline, LLC, 407 S.W.3d 342 (Tex. App. 2013) (following excerpt from Roth Steel)
  • Added new subpart to Problem 3-3 re: modification and the statute of frauds
  • Expanded discussion of relationship between modification and estoppel
  • Added textual discussion on federal preemption of warranty law
  • Added discussion of warranty of noninfringement
  • Deleted Problem 3-11 on good faith under 2-403
  • Added citations to 3 law review articles from 2009 to present
Chapter 4
  • Deleted Mathis v. Exxon Corp. as a main case and replaced it with selected excerpts from Mathis and excerpts from more recent case, Autry Petroleum Co. v. BP Products North America Inc.
  • Added flow chart re: the seller tender, buyer inspection, acceptance, payment scenarios
  • Revised Problem 4-4, added new subpart C, to include drafting task
  • Deleted Problem 4-5
  • Revised Problem 4-6 on reasonable inspection and relationship to acceptance and payment (deleted one subpart and revised another, added a third)
  • Added a new Problem 4-7 to have students draft timelines re: payment against documents
  • Deleted Problem 4-9
Chapter 5
  • Added expanded text and chart on good faith and reasonableness as used in the UCC
  • Added new parts to Problem 5-1 to address good faith and reasonableness provisions and drafting agreements on those points.
  • Added new part to Problem 5-2 to address policy rationale for warranty disclaimers
  • Added new text on disclaimer of warranty of noninfringement
  • Added new text on relationship between remedy limitations and disclaimer of warranty
Chapter 6
  • Revised discussion of assignment and delegation to incorporate more common law principles
  • Revised Problem 6-2 to address general assignment and delegation principles in the context of ordinary goods
  • Revised discussion of excuse from performance to place in context with other common law doctrines
  • Deleted problem 6-8
Chapter 7
  • Added two different flow charts of buyer’s remedies to illustrate buyer’s remedial choices
  • Expanded discussion to make clearer the relationship between remedies and expectancy principle and buyer’s ability to choose among remedial options
  • Problem 7-26, added a new subpart on relationship between cure and revocation of acceptance
  • Expanded textual discussion of statute of limitations issues
  • Problem 7-30, added subparts to problems to explore statute of limitations issues depending upon terms of agreement
Chapter 8
  • Added new subpart to Problem 8-1 based upon facts from recent cases re: Magnuson Moss Warranty Act
  • Added citations to 6 law review articles from 2009 to present
Chapter 9
  • Added point that reclamation remedies are not “self-help”
  • Expanded discussion of how to calculate lost profit remedy
  • Revised discussion of seller’s remedial choice with quotations from Peace River Seed Co-operative, Ltd. v. Proseeds Marketing, Inc., 322 P.3d 531 (Or. 2014)
  • Expanded discussion of incidental damage policies
Chapter 10
  • Revised charts and text to better explain relationship between different laws governing priority of property interests in goods
Chapter 11
  • Referenced final law Model Law on Leasing
  • Expanded discussion of lessee property rights
  • Added citation to 1 law review article from 2009 to present

Learn more about this series.