Sales

Why study sales? Sales are the fundamental building block of economic life. Apple had sales of $366 billion last year. (Yes, billion.) Eli Lilly s sales were $28 billion. Given the sheer volume of sales in our economy, sophisticated systems have developed to expedite the transfer of the products sold and payment for them. Lawyers play a critical role in respect of the legal rules that regulate these systems.

The corporate lawyer (often called a transactions lawyer ) helps his or her client structure a business plan that adheres to the legal rules governing such matters as warranties and risk of loss. The litigator is called upon when a sales transaction fails; we will study a great deal of litigation generated by such failures. If you go to work (or are already working) in business in a non-lawyer position, understanding this subject matter will help you understand the legal rules that most affect the top line of your enterprise s income statement. And even if you don t fall into any of these categories, this course should help you prepare for contracts questions on the bar exam!

This course will operate on two levels. First, we will study legal rules applicable to (1) the sale of goods, (2) the leasing of goods, (3) the international sales of goods, and (4) the sale of real estate. Second, we will compare these four sales systems with each other, examining where their rules correspond and where they differ. I think that you will find this comparative analysis will add a richness and depth not only to our understanding of the subject matter but to the way in which different legal systems interrelate.

Along the way, we will learn some other things as well. First, the sale and leasing of goods is largely regulated by state laws that, while adopted by each respective state, are uniform they follow the Uniform Commercial Code (UCC). However, much of the law of real estate sales is governed by judge-made common law that can and does differ from state to state. And the international sales we will study are regulated by a treaty. So we will have a chance to compare the way in which statutory, common, and treaty law address similar issues. Second, enormous effort has been expended to make the UCC simple and clear. Even so, courts are still called upon to interpret its meaning. This gives us a particularly straightforward opportunity to study the way in which principles of statutory construction operate. And third, I plan to give some attention to the law of sales in the digital age: the sale (or licensing) of software and on-line commerce, including major changes to the Uniform Commercial Code just adopted this summer dealing with emerging technologies.

This class will be taught using the extensive problem sets contained in the text with particular students assigned in advance to lead the discussion in class.

This is probably my favorite of all the classes I teach and many students who have taken a number of my courses tell me that it was their favorite as well. I would really like to have you in class. Let me know if you have any questions (fransull@iupui.edu). Text: Daniel Keating, Sales: A Systems Approach (Seventh Edition) (Wolters Kluwer) (ISBN: 978-1-5438-0448-5)