"sale of goods"

Sale: transactions in which seller transfers title (no leases or bailments).

Goods: any moveable item.

growing crops

unborn animals

identified things attached to realty (uncut tobacco or timber)

Choice of law: Goods and Services: Rules and Considerations

Majority Rule: choice depends on whether goods or services dominate the K. Consider words of K, nature of supplier's business, relative value of goods v. services. 

Minority Rule: partitioning the K to apply UCC to goods and common law to services.

Majority of courts treat computer software and other electronic infor as gods under UCC.

MD and VA apply Uniform Computer Information Transactions Act.

(1) Express Contractual Obligations: parties make oral or written expressions of their commitments

(2) Implied-in-Fact Obligations: Consensual agreements that fail to express agreement of the parties by entirity.

(3) Implied-in-Law Obligations: equitable imposition of a would-be K. prevents unjust enrichment that arises in situations where one party bestoes a benefit on the other. Quasi-Contractual obligation.

(1) Outward manifestation

(2) signal that accceptance will conclude the deal

(1) Commercial Advertisements

(2) Reward Offers

(3) Auctions

Advertisements are generally treated as invitations for offers rather than offers to avoid problem of demand exceeding supply.

Exception: language in the advertisement identifying the means by which goods or services will be allocated. E.g., "first-come, first-serve," "first 10 customers," etc . . . .

General offers that name a price for a service but do not specify an offeree.  

e.g., bounties

Self-Limiting Rewards: Offer indicates that the task to be awarded can only be performed once. They can only be accepted by the first person to render the requested performance in accordance with the terms of the offer.

Open-Field Rewards: reward offers that indicate that the task to be performed can potentially be performed by multiple parties.

Auctioneer is inviting offers unless the auction is without reserve.

(1) Lapse of Time

(2) Death or Incapacity of Either Party

(3) Recovation by Offeror

(4) Rejection by Offeree

Offeree's power of acceptance terminates at the time stated in the offer or within rex time if not specified.

Rex time is determined by subject matter, relevant market conditions, and how the offeror made the offer.

Offeror is free to revoke at any time as long as:

(1) The revocation is before acceptance; and

(2) the revocation is effectively communicated to the offeree(s).

Offeree can learn of offeror's termination through a 3d party. The revocation is sufficient iff:

(1) Offeror has taken definite action inconsistent with intention to enter proposed contract; and

(2) offeree acquires reliable information of offeror's inconsistent action from a reliable source.

Functional Equivalents Rule: Offeror can revoke using the same method used to communicate the offer unless there is a better way.

Offeree loses the power of acceptance even if he is unaware of the revocation.

Requirements:

(1) Offer

(2) Subsidiary promise to keep offer open; and

(3) Consideration--i.e., money for the value of keeping option open or promised performance (like seeking financing). 

Merchant can make a firm offer to buy or sell without consideration iff:

(1) Offer is made by a merchant;

(2) Offer is made in writing, signed by merchang; and

(3) Offer expressly states that it will be held open.