Under the transfer of title and risk of loss rules, the parties may decide when title transfers and risk of loss transfers. Terms, such as FOB Seller's place of business and FAS Buyer's dock, are common provisions. If the parties don't state in the contract when transfers occur, then the gap-filler rules under the UCC apply.

The assumption under the UCC is that the parties intend a shipment contract. Under this approach, title and risk of loss transfers to the buyer when the common carrier takes possession of the goods. Goods damaged in transit, unless other terms are agreed to, are the Buyer's problem.Also, common carriers are strictly liable for damage to goods in their possession. Unless additional insurance was taken out, common carriers are only liable to the extent of their published tariffs. Patricia Richards lives in Marshall, VA., and orders an expensive computer from BuyherePayhere Computers. There are no fancy delivery terms, except that the website mentions that BuyherePayhere will send the computer to the customer.

The computer is given by William W. Williams, the BuyherePayhere shipping clerk in Royal, MO. to ExFed Delivery, which is a common carrier. ExFed loses the computer somewhere on its way to Virginia. When the computer eventually shows up, it is found to be smashed to smithereens. ExFed apologies and pays the full amount disclosed on its tariff ($5). No additional insurance was taken out. Patricia is a renter and has no insurance on the computer. Patricia owes, with interest, $3,756.17 to BuyherePayhere for the computer.

Discuss the fairness of the UCC transfer of title and risk of loss rules from both the buyer and the seller viewpoints.