Chapter 13 - Sales Contracts: Formation, Title, and Risk of Loss
a. The writing that is required to satisfy the UCC must indicate that a contract for
sale has been made between the parties and mention the quantity of goods being
b. The writing must also be signed by the party against whom enforcement is sought.
c. An informal note, memorandum, or sales slip will satisfy the writing requirement.
6. Signature Requirements
a. Under the UCC, a signature includes any symbol made with the intent to
authenticate a writing.
b. An X and a typewritten name may qualify as signatures so long as they were
written with the intent to be signatures.
B. Cyber-Sales Contracts
1. The E-Sign Act
a. The statute declares that, as long as the parties to a cyber-contract have freely
decided to conduct business electronically, the cyber-contract that results will
have the same legal effect as a paper contract.
b. Parties to the contract must have some way to store and duplicate a cyber-record
of the contract; otherwise, the cyber-record will not be legally sufficient under the
c. Some critical documents including court records, eviction notices, health
insurance cancellations, foreclosure notices, prenuptial contracts, and divorce
papers are not covered by the Act.
2. The Uniform Electronic Transactions Act (UETA)
a. The UETA promises the same legal parity between electronic records and paper
records that is guaranteed by the E-Sign Act.
b. The UETA applies only to transactions that involve a business, governmental, or
c. Under the UETA, an electronic signature is defined as “an electronic sound,
symbol, or process attached to or logically associated with a record and executed
or adopted by a person with the intent to sign the record.”
C. International Law
1. The trend in other countries is to eliminate the requirement that a sales contract be in
2. International sales law, called the United Nations Convention on Contracts for the
International Sale of Goods (CISG), applies only to sales between businesses whose
places of business are in different countries that have adopted the law.
3. International sales law also has no writing requirements for a sales contract; instead, a
sales contract may be proved by any means.
D. Auction Sales and Cyber-Auction Fraud
1. An auction sale is “with reserve” unless the goods are expressly put up without
2. In an auction with reserve, the auctioneer may withdraw the goods at any time before
announcing completion of the sale if the highest bid is not high enough.
3. In an auction that is without reserve, after the auctioneer calls for bids on an article or
lot, that article or lot cannot be withdrawn unless no bid is made within a reasonable
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