Merrill Lynch and other brokerage firms, in an effort to reduce ...

[Wadzanai]

Merrill Lynch and other brokerage firms, in an effort to reduce conflicts of interest inside the company, have established policies:
 a. restricting the sale of securities they underwrite
  b. not trading securities for clients in which the company will not invest
  c. restricting trading in securities by analysts who comment on those securities
  d. restricting the sale of securities they underwrite and restricting trading in securities by analysts who comment on those securities
  e. not trading securities for clients in which the company will not invest and restricting trading in securities by analysts who comment on those securities

Question 2

Shipment and Destination Contracts. National Hydro-Vac Industrial Services, L.L.C., based in Houston, Texas, bought some of the assets of Freemyer Co The assets included three industrial, trailer-mounted vacuum units made by Guzzler Manufacturing, Inc, with whom National had an account. National offered to trade in the three used units to Guzzler in exchange for one new one, and shipped the used units to Guzzler in Birmingham, Alabama, in the spring of 2000. Guzzler inspected the units and refurbished two, which it then sold to Vac-Tech, a company in Australia, for 110,000 each. Meanwhile, the trade-in deal with National fell through, and in May or June, Guzzler offered to pay National for the units sold to Vac-Tech. Bills of sale dated August 1 stated the price as 75,000 each, but Guzzler credited National's account with only 130,000 for both. National filed a claim in a federal bankruptcy court against Guzzler and others, seeking damages. Was there a sale of the units from National to Guzzler? If so, when did title to the units pass? Discuss.

[bbburns21]

Answer to Question 1

c

Answer to Question 2

Shipment and destination contracts
When delivery is to occur without moving goods, if the goods are at the time of contracting already identified and no documents are to be delivered, title passes at the time and place of contracting, under UCC 2-401(3)(b). In this case, the court held that a sale took place in May or June 2000, when the parties agreed on a sale from National to Guzzler of both units for 75,000.00 each. The court reasoned, Since the goods were already in Guzzler's possession at the time of contracting . . . , title passed to Guzzler and payment was due to National at that time. The court added, The fact that a formal bill of sale was not signed until August 1, 2000, is immaterial. The two units, having already been delivered to Guzzler by National, were sold to Guzzler when the parties reached an agreement, and not when the bills of sale were executed. Guzzler's failure to pay National at the time of contracting should be viewed as a breach of a contract. The court held that National was entitled to 20,000the difference between the amounts on the bills of sale and the amount of Guzzler's credit to National's accountplus interest from the date when the payment was originally due until the date of the judgment.