Lessons: Commercial Transactions

This lesson deals with the problem created by the Battle of the Forms. At common law, the mirror image rule requires an acceptance to be exactly like the offer. The rule is reversed under the Uniform Commercial Code, however. Under UCC § 2-207, an acceptance is still an acceptance even though it states different or additional terms from the offer. This lesson will explore the effect of such different or additional terms and when they are operative. This lesson can be worked as an introduction to the Battle of the Forms or as a review. This lesson may be a more in-depth study of UCC § 2-207 than many first year contracts courses require. However, prior to working this lesson, you should have an understanding of offer, acceptance and mutual assent.

1.5 - 2.0 hours
CON64

CANINE (The Complete Article Nine) is a unique set of learning materials designed to assist both law students and lawyers to be effective Article 9 practitioners. It consists of a comprehensive collection of text and interactive problems modeled after a conventional casebook or treatise.

Download the text and problems: DOWNLOAD.

Download a printable PDF of the book chapters (excludes the problems): PDF.

The text is designed to be used with a commercially available set of commercial law statutes. The online version has the same content as found in the hardcopy, but in addition it provides hyperlinks that allow users to pull up statutory and secondary references and a keyword search capability.

The interactive problem sets found at the end of each chapter are likely to be the most valuable section for students, and may be done as stand-alone exercises. In the online version they provide the immediate feedback that is so important for effective learning. The tailoring of feedback to fit a user's level of expertise and understanding allows a user to proceed at his or her own pace and to reexamine questions and feedback as the user may wish.

CT11

These interactive problems are intended to be used with CANINE Chapter 3 (The Nature of Secured Credit under Article 9), but also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_03

These interactive problems are to be used with CANINE Chapter 4 (Scope of Article 9), but they may be used alone also.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are to be used with Chapter 5 (Classification of Collateral), but also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_05

These interactive problems are intended for use with CANINE Chapter 6 (Choice of Law), but also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_06

These interactive problems are intended to be used with CANINE Chapter 7 (Creating an Enforceable Article 9 Security Interest), but also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_07

These interactive problems are intended to be used with CANINE Chapter 8 (The Specifics of Enforceability -- A Security Agreement Authenticated by the Debtor or Its Legal Equivalent), but also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_08

These interactive problems are to be used with CANINE Chapter 9 (Specifics of Enforceability -- After-acquired Collateral, Future Advances, Transferred Collateral and Proceeds, and the New Debtor Problem), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_09

These interactive problems are intended to be used with CANINE Chapter 10 (The Need for Value and Debtor's Rights in the Collateral), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 11 (Enforceability in Consumer Transactions), but they may also be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_11

These interactive problems are intended to be used with CANINE Chapter 12 (Perfection Generally), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 13 (Overview of Perfection by Filing), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_13

These interactive problems are intended to be used with CANINE Chapter 14 (The Nitty Gritty of Filing), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended for use with CANINE Chapter 15 (Perfection by Possession), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_15

These interactive problems are intended for use with CANINE Chapter 16 (Perfecting Security Interests in Proceeds and Other Later-Acquired Property), but also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_16

These interactive problems are intended to be used with CANINE Chapter 17 (Perfection as to Goods Subject to Certificate of Title Legislation), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_17

These interactive problems are intended to be used with CANINE Chapter 18 (Perfection by Doing Nothing -- Automatic Perfection), but also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 19 (Perfection Pursuant To Federal Law), but also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_19

These interactive problems are intended to be used with CANINE Chapter 20 (Perfecting Security Interests in Fixtures and Other Real Estate Related Collateral), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 21 (Perfection As To Investment Property), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 22 (Perfection as to Deposit Accounts, Letter of Credit Rights and Electronic Chattel Paper), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 23 (Continuing Perfection -- The Need to Reperfect (or Refile), but also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 24 (Continuous Perfection -- Changes as to the Use of the Collateral or the Location of the Collateral or the Debtor; Security Interests in Proceeds), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 25 (The How and Why of Priority), but also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_25

These interactive problems are intended to be used with CANINE Chapter 26 (Secured Party Versus Lien Creditor and Trustee in Bankruptcy), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 27 (Secured Party Versus Buyer), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 28 (Secured Party Versus Secured Party), but also may be used alone. Chapter 29 continues the treatment of priority disputes between and among secured parties.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_28

These interactive problems are intended to be used with CANINE Chapter 29 (Secured Party Versus Secured Party Continued), but they also may be used alone. Problem Set 28 also deals with disputes between and among secured parties.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 30 (Secured Party Versus Trustee in Bankruptcy), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 31 (Secured Party Versus Statutory Liens Including Federal Tax Liens), but also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 32 (Fixtures Priorities), but also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 33 (Secured Party's Options on Default), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 34 (Getting Possession of the Collateral), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 35 (Disposition of Collateral), but may also be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 36 (Acceptance in Full or Partial Satisfaction of the Debt), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 37 (Foreclosure as to Intangibles), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 38 (Remedies for a Secured Party's Failure to Comply with Article 9), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
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These interactive problems are intended to be used with CANINE Chapter 39 (Enforcing Security Interests in Bankruptcy), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

15 minutes
CT11_39

CANINE (The Complete Article Nine) is a unique set of learning materials designed to assist both law students and lawyers to be effective Article 9 practitioners. It consists of a comprehensive collection of text and interactive problems modeled after a conventional casebook or treatise. The text is designed to be used with a commercially available set of commercial law statutes. The online version has the same content as found in the hardcopy, but in addition it provides hyperlinks that allow users to pull up statutory and secondary references and a keyword search capability.

The interactive problem sets found at the end of each chapter are likely to be the most valuable section for students, and may be done as stand-alone exercises. In the online version they provide the immediate feedback that is so important for effective learning. The tailoring of feedback to fit a user's level of expertise and understanding allows a user to proceed at his or her own pace and to reexamine questions and feedback as the user may wish.

CT11_1

This lesson is second in a series that takes a look at formation of agreements governed by the U.N. Convention on the International Sale of Goods (CISG). The CISG provides a uniform set of rules for international sales contracts where the parties are located in different signatory countries. There are 11 separate provisions on contract formation under the CISG. This lesson sets out the basic requisites for determining whether an offer exists, when it is accepted and how to address a battle of the forms if the CISG applies. The general attributes of domestic contracts and other CISG contracts are covered in other lessons.

45 minutes
CON75

This lesson is third in a series that takes a look at performance of agreements governed by the U.N. Convention on the International Sale of Goods (CISG). The CISG provides a uniform set of rules for international sales contracts where the parties are located in different signatory countries. There are 11 separate provisions on contract formation under the CISG. This lesson sets out the basic obligations of sellers and buyers, as well as looking at the ICC's Incoterms and how they affect the seller's obligations. The general attributes of domestic contracts and other CISG contract issues are covered in other lessons.

1 hour
CON76

This lesson is first in a series that takes a look at the basics of agreements governed by the U.N. Convention on the International Sale of Goods (CISG). The CISG provides a uniform set of rules for international sales contracts where the parties are located in different signatory countries. While some of the rules parallel those under the common law and Article 2 of the U.C.C., many are different. This lesson sets out the basic requisites for determining when the CISG applies and evaluating contracts governed by the CISG. The general attributes of domestic contracts and other CISG contracts are covered in other lessons.

1 hour
CON74

This lesson deals with the formation of contracts under Article 2 of the Uniform Commercial Code (excluding 2-207 issues). At common law, a contract is formed often by the showing of mutual assent plus a consideration. The rule is reversed under the Uniform Commercial Code, however. Under UCC 2-204, a contract can be formed in any manner sufficient to show agreement, even if the parties leave open terms. This lesson will explore the effect of the difference in formation between common law and Article 2. You can work this lesson as an introduction to the formation of contracts under the UCC or as a review. The material in this lesson may be a more in-depth study of Article 2 than some first year contracts courses require. However, prior to working this lesson, you should have an understanding of the common law on offer, acceptance and mutual assent.

1 hour
CON65

The goal of this program is to teach a substantial amount of Article 2 through the study of a single case. This exercise begins with a warranty case, ITT v. LTX. At any point in the program, however, you are free to explore any other part of the program. You may, for example, explore the issues in the case, which cover a large part of Article 2 and common law contracts. You can read what each opinion in the case says about the issue, explore treatises, go to the language of the UCC, or hear what the attorneys involved in the case have to say. Cap off your experience by taking a quiz on the issue which is similar to traditional CALI lessons.

Alternatively, you can learn more about the case by exploring such materials as the complaint, the pre-trial stipulations, and the trial testimony. Read treatises on case analysis or explore the elements of a claim for breach of contract and how the elements were proven in this case. The program contains such multimedia aspects as a videotape introduced in evidence at the trial, photographs, and statements by the attorneys.

2-2.5 hours
SAL01

This exercise combines text and branching questions to give students an understanding of the main topics in Article 2A of the UCC. In a UCC survey course it can be used in place of in-class coverage of Article 2A. In courses in which Article 2A is covered in depth, it provides review and reinforcement of important concepts. Coverage includes the scope of Article 2A, contract formation, consumer leases, finance leases, acceptance and rejection, warranties, disclaimers, assignments, priorities, and remedies.

3 hours
CT04

The New Ranch lesson is the successor to the Ranch lesson. As with the Ranch, the New Ranch lesson leads students through the steps necessary to perfecting a security interest under Article 9 of the Uniform Commercial Code (UCC) in a multi-state contact situation. The exercise also assists students to understand many other provisions of Article 9, including those dealing with classification of collateral and those governing the place of filing within a particular state.

The New Ranch differs from the Ranch in that it deals with a completely revised version of Article 9, referred to in the lesson as "new Article 9." New Article 9 will be effective in most states on July 1, 2001. However, understanding new Article 9 requires understanding existing Article 9. Moreover, there will be some difficult transition issues the resolution of which will require understanding both existing and new Article 9. For these reasons, the New Ranch lesson explores the application of both existing and new Article 9 to the questions posed in the lesson.

As with the Ranch, the New Ranch is built around a basic fact situation that poses a problem for students to solve. Students are required to identify and explain the steps that must be taken to perfect a security interest in collateral located in one state, when the secured party or debtor are located in different states. Because students are pressed for reasons for as well as answers to questions posed, they learn not only what must be done but why. Various "branches" of the exercise lead students through "mini tutorials" on such sometimes difficult tasks as properly characterizing collateral for purposes of deciding what steps are required to perfect security interests in the collateral. By changing the facts along the way, the exercise seeks to test the degree to which students actually understand the conclusions they have reached. Because the exercise is set in the context of advising a client (actually a senior associate or partner), it provides a sense of "real world" activity that is often absent from the abstract learning experiences encountered in the classroom. The UCC sections needed to give the advice sought are provided in the exercise.

1 hour
CT03

This lesson demonstrates how the principles of remedies are found in the UCC and provides some guidance for working with the UCC. This lesson may be run either as an introduction before the material is studied or as a review after it is studied.

30 minutes
CON49

This exercise is designed to give you a good working familiarity with the fixtures provisions of Revised Article 9. You can run it either as a review of the fixture provisions of Revised Article 9 or as an initial exploration of those provisions. The lesson assumes that you have a working knowledge of other Revised Article 9 concepts.

1.5 hours
CT01

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