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Preface | |
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Table of Contents | |
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Introduction to Sales Law | |
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Introduction to the Statutory Development of Commercial Law | |
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Article 2 of the UCC | |
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The United Nations Convention on Contracts for the International Sale of Goods | |
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Principles of Sales Contracts - Herein of Default Rules | |
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Commercial Contracts as Discrete and Relational Contracts - Herein of Reputation | |
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Reputation and Relational Contracts | |
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Reputation Without Repetition | |
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Governing Law | |
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Scope of Sales Law Under Article 2 | |
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Choice of Law Under the UCC | |
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Transactions within Article 2: Definition of "Goods" | |
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Merchants | |
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Mixed Sales and Services, Software | |
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Leases and Other Transactional Forms | |
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The Scope of the CISG | |
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Choice of Law under the CISG | |
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Types of Transactions Subject to the CISG | |
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Exclusions | |
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Mixed Sales and Service Contracts | |
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Leases | |
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The Principle of Issue-Displacement | |
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Formation of the Contract | |
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Introduction: The Evaluation of Formation Rules | |
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Offer and Acceptance | |
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Article 2's Approach to Formation Rules | |
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Irrevocable Offers Under Article 2 | |
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The CISG's Formation Rules | |
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Opting Out of the CISG's Formation Rules | |
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The CISG's Formation Rules Illustrated: Six Hypotheticals | |
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Offer-Varying Acceptance: The Battle of the Forms | |
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Under Article 2 | |
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Introduction | |
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Problems in [section] 2-207's Interpretation | |
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Under the CISG | |
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Section 2-207 and Article 19 Evaluated | |
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Rolling Contracts and Article 2 | |
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Modification | |
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Under Article 2 | |
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Under the CISG | |
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Implied Terms | |
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Trade Usage, Course of Dealing, Course of Performance | |
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Under the UCC | |
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Under the CISG | |
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Open Terms | |
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Open Price Terms Under the CISG | |
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Open Quantity Terms | |
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Evaluating Supplied Terms: Herein of "Best Efforts" | |
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Formal Requirements | |
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Introduction: Permissive Rules, Mandatory Rules, and Externalities | |
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The Statute of Frauds | |
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Introduction | |
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Justifying the Statute of Frauds | |
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Article 2's Statute of Frauds | |
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Section 2-201's Statutory Requirements | |
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Exceptions to the Statute of Frauds | |
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Ethics and the Statute of Frauds | |
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The CISG and the Statute of Frauds | |
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The Parol Evidence Rule | |
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Article 2's Parol Evidence Rule: [section] 2-202 Outlined | |
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Excluding Trade Usage | |
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Two Standards of Contradiction | |
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The Process of Exclusion | |
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Warranties and the Parol Evidence Rule | |
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The CISG and the Parol Evidence Rule | |
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Is the Parol Evidence Rule Displaced? | |
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Contracting for the Parol Evidence Rule | |
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Unconscionability | |
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Under the UCC | |
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Section 2-302's Standard of Unconscionability | |
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Unconscionability Applied | |
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Unconscionability Evaluated | |
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The CISG and the Domestic Law of Unconscionability | |
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Performance | |
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Introduction: Allocating Losses and Monitoring Performance | |
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Insecurity and Adequate Assurances of Performance | |
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Under the UCC | |
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Introduction | |
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Demand for Adequate Assurances | |
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Reasonable Grounds for Insecurity | |
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Adequate Assurances of Performance | |
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Suspending Performance Under the CISG | |
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Anticipatory Repudiation | |
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Under the UCC | |
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Under the CISG | |
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Tender, Acceptance, Rejection, Cure Under the UCC | |
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Tender and Inspection | |
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Inspection in Documentary Transactions | |
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Acceptance and Rejection | |
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Introduction: Neutralizing Strategic Behavior | |
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Perfect Tender | |
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What Constitutes Acceptance? | |
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Burden of Proof Concerning Defects | |
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Acts Inconsistent With Seller's Ownership | |
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Buyer's Obligations on Rejection | |
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Cure | |
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Introduction | |
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Technical Requirements | |
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Curing with a Conforming Tender | |
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Cure in the Courts: Repair and Interpretation | |
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Revocation of Acceptance | |
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Introduction | |
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Substantial Impairment "to Him" | |
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Post-Revocation Cure | |
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Inspection, Avoidance, and Cure under the CISG | |
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Inspection and Notice of Defects | |
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Cure and Avoidance Under the CISG | |
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The Burden of Proving Nonconformity Under the CISG | |
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Excuse | |
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Introduction | |
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Under the UCC | |
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Under the CISG | |
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Risk of Loss | |
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Introduction: Loss Allocation in Transactional Settings | |
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Risk of Loss Under the UCC | |
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Risk of Loss Where Seller Retains the Goods | |
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Risk of Loss Where Goods are Held by a Bailee | |
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Risk of Loss During Transit | |
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Opting Out of Risk of Loss Provisions | |
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Risk of Loss in the Event of Breach | |
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Risk of Loss Under the CISG | |
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When Does Risk of Loss Pass? | |
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Risk of Loss in the Event of Breach | |
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Burden of Proof | |
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Warranties | |
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Introduction: Allocating the Risk of Quality | |
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Warranties Under the UCC | |
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Express Warranties | |
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Who Can Make the Warranty? | |
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How is the Warranty Created? | |
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Basis of the Bargain | |
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Advertising and Warranty | |
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Post-Bargain Warranties | |
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Implied Warranty of Fitness for a Particular Purpose | |
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Who Can Make the Warranty? | |
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How is the Warranty Created? | |
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Implied Warranty of Merchantability | |
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Who Can Make the Warranty? | |
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How is the Warranty Created? | |
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Disclaiming Warranties | |
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Should Warranties be Disclimable? | |
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Disclaiming Warranties Under [section] 2-316 | |
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Who Receives the Benefit of Warranties? Herein of Privity and Personal Injury | |
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Federal Law and UCC Warranties of Quality | |
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Introduction | |
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The Magnusson-Moss Warranty Act | |
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Preemption by Federal Law | |
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Warranty of Good Title | |
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"Warranties" Under the CISG | |
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Remedies | |
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Introduction: Allocating the Loss of Transactional Breakdown | |
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Money Damages | |
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Under the UCC | |
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Substitute Performance: Resale and Cover Under [section] 2-706(1) and [section] 2-712(1) | |
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Market Price Damages | |
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Proof Costs | |
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Election of Remedies | |
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Lost Profits: [section] 2-708(2) | |
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Measuring Lost Profits | |
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Recovering Lost Profits Under [section] 2-708(2) | |
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The Accepting Buyer's "Value Difference" | |
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[section] 2-714(2)'s Measure of "Value" | |
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The Relation Between [section] 2-714(1) and (2) | |
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Measuring Damages for Breach of Warranty of Title | |
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Under the CISG | |
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Substitute Performance: Article 75 | |
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Market Price Damages: Article 76 | |
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Reduction of the Price | |
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Article 50's Formula | |
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Article 50's Use | |
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Why Allow Price Reduction? | |
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Interest and its Calculation | |
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Specific Relief | |
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Under the UCC | |
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Seller's Action for the Price | |
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[section] 2-709's Technical Requirements | |
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[section] 2-709's Justification | |
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Specific Performance | |
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Under the CISG | |
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The Routine Availability of Specific Relief | |
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Article 28's Restriction of Specific Relief | |
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Contractually Stipulated Remedies | |
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Liquidated Damages | |
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Remedy Limitations and Damage Exclusions | |
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Allocating Risk of Nonconformity | |
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The Relation Between Damage Exclusions and Remedy Limitations | |
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The CISG: Liquidated Damages, Remedy Limitations, and Damage Exclusions | |
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Right to Goods: Bona Fide Purchase and Reclamation | |
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Good Faith Purchase Rules | |
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The Nemo Dat Principle and Its Exceptions | |
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The Reach of "Voluntary Transaction" | |
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"Entrustment" and the Passage of Title | |
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Seller's Right to Recover and Reclaim Goods | |
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Goods-Oriented Remedies Under the CISG | |
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Documentary Sales | |
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Introduction: Allocating Performance Risks | |
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Payment Terms: Letters of Credit and Payment Risks | |
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Introduction | |
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Formal Requirements | |
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Issuer's Duty to Pay: Strict Compliance Standard | |
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Issuer's Duty to Pay: Waiver, Estoppel and Preclusion | |
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The Issuer's Right Not To Pay: The Independence Principle and the Fraud Exception | |
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The Independence Principle | |
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The Fraud Exception | |
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Two Types of Fraud | |
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What is Fraud? | |
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The Protected Class of Presenters: [section] 5-109(a)(1) | |
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Justification | |
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Justifying [section] 5-109(a)(1)'s Protection | |
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Justifying the Fraud Exception | |
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Table of Cases | |
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Index | |