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Drafting Sales Agreements: UCC Issues and More

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The sale of goods is one of the most common forms of commercial transactions. The sales contracts governing these transactions can be quite complex and they must all comply with the Uniform Commercial Code Article 2.

The UCC governs contract formation, express and implied warranties, and outlines forms of breach of contract and types of remedies. Compliance with the code enhances enforceability of the contract and expedites remedies upon breach. However, when its many requirements are overlooked, contracts for sale of goods may be invalid and the underlying transaction void.

This program provides a practical guide to drafting and reviewing contracts for the sale of goods under UCC Article 2.

  • "Battle of forms," methods of acceptance or rejection, and electronic contracting
  • Delivery, acceptance or rejection of goods by buyer
  • Breaches for failure to deliver, non-conforming product, repudiation, failure to pay
  • Types and measure of damages for breach of contract by seller or buyer
  • Express and implied warranties – fitness for purpose, merchantability, title infringement
  • Disclaimer of warranties and other techniques to limit scope of liability


  • Christopher Tompkins

    Christopher Tompkins is a partner in the Chicago office of Jenner & Block, LLP, where he counsels clients in such areas as breach of contract, the Uniform Commercial Code, equipment leasing, business torts, and intellectual property. He has handled all phases of litigation in state and federal court and before arbitration tribunals, including pre-litigation investigation, motion practice, discovery, working with expert witnesses, trial and appeal. Previously, he served as a legislative intern for the National Council of Commissioners on Uniform State Laws where he worked on legislation related to commercial law.

    Mr. Tompkins received his B.A., cum laude, from The Catholic University of America and his J.D., magna cum laude, from Loyola University Chicago School of Law.

    Click here for more information about Christopher.

March 9, 2023
Thu 1:00 PM EST

Duration 1H 0M

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