Uniform Comercial Code
provides rules to deal with all phases of commercial sale
the passing of a title from the seller to the buyer for a price
payable in money, goods, services, or land
tangible and movable
When do goods include minerals or the like and structures?
if severence from the land is by the seller (but not if the buyer is to do it)
When are growing crops, timber, and "other things attached" goods?
When they are to be cut with no material harm to the land by the seller
Are services included in the UCC?
If a transaction includes both goods and services what does a court do to determine if the transaction falls under the UCC?
A court determines which aspect is dominant under the predominant-factor test
Is serving food or drink a sale of goods?
Are unborn animals and rare coins goods?
Who is a merchant?
Someone who deals in the goods of the kind involved, by occupation hold themselves out as having knowledge and skill peculiar to the practices or goods involved in the transaction, or employ a merchant as a broker, agent, or other intermediary
the bargain of the lessor and lessee, in their words and deeds, including course of dealing, usage of trade, and course of performance.
A lessor who regularly leases or sells, a lessee who leases for a personal, family, or hosuehold purpose, and total payments of less than $25,000
involves a lessor (financier), who buys or leases goods from a supplier and leases or subleases them to a lessee. The lessee must perform whatever the finacier does
What must a party who wishes to terminate an indefinite, but ongoing contract do?
give reasonable notice to the other party
When does the seller have the right to make arrangements?
When no specific shipping arrangements have been made and the contract contemplates the shipment of goods
When does the buyer have the right to specify the assortment of goods in a contract?
When the terms relating to the assortment of goods are omitted
When is there no basis for a remedy of a contract?
When the parties do not specify a quantity
When is there consideration and a basis for remedy in a contract in which there is no quantity specified?
A requirements contract in which a buyer agrees to buy and a seller agrees to sell all or up to a stated amount of what the buyer needs or requires, or An output contract in which the buyer agrees to buy and the seller agrees to sell all or up to a stated amount of what the seller produces
When is there consideration because the buyer gives up the right to buy goods from another vender under a contract that does not specify quantity?
When the buyer agrees to buy and the seller agrees to sell all or up to the stated amount of- what the buyer needs or requires or- what the seller produces
In an output contract with no quantity specified, why is there consideration and basis for a remedy?
Because the seller forfiets the right to sell goods to others
How does the UCC impose a good faith limitation on a contract that does not specify a quantity?
By making the quantity under these contracts the amount of requirements or output that occurs during a normal production year.
When is a goods offer irrevocable, without consideration for the stated period or if no definite period is specified for a reasonable period if it does not exceed three months?
If a merchant gives assurance in an offer that is written and signed by the offeror and the other party need not be a merchant.
If the offeree prepares a form contract what must happen for a merchant's firm offer to be irrevecable?
A separate firm offer assurance must be signed
What can exist even if verbal exchanges, correspondence, and conduct do not reveal exactly when it became binding?
An agreement sufficient to constitute a contract
What must exist to make a sales or lease contract not fail for indefiniteness even if one or more terms are left open?
The parties intent to make a contract and a reasonably certain basis for the court to grant an appropriate remedy
What will the courts determine if the parties have not agreed on a price?
a "reasonable price at the time for delivery"
What must happen if either the buyer or the seller is to determine the price?
The price must be fixed in good faith, which means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade
What can the other party do if a price is not fixed through the fault of one party?
cancel the contract or fix a reasonable price
When the parties do not specify payment terms, when is the payment due?
at the time and place at which the buyer is to receive the goods
When the parties do not specify payment terms how can the buyer tender payment?
in cash or commercially acceptable substitute (a check or credit card)
Why is there enough consideration to offer a remedy in a requirements contract?
because the buyer gives up the right to buy from others
Under the UCC does an agreement modifying a contract need new consideration to be binding?
What does a contract for the sale of goods need to be enforceable?
quantity, writing that indicates a contract was intended, and signed by whom enforcement is sought
so one-sided and unfair, at the time it is made, that enforcing it would be unreasonable
An offer to buy goods can be accpeted by the seller by
promptly shipping the goods or promptly promising to ship the goods-additional terms can become part of the contract if both of the parties are merchants
Mirror Image Rule
an offer must be accpeted in its entirety without modification or there is no contract
What may support the enforcement of an oral contract?
partial performance of a contract for a sale or lease of goods will enforce an oral contract to the extent of that performance, or admittance in court by the party whom the enforcement is sought that a contract was made
Usage of trade
any practice or method of dealing having regularity of observance in a place, vocation, or trade so as to justify an expectation that it will be observed with respect to the transaction in question
Statute of Frauds
To be ebforceable, a sales contract must be in writing if the goods are $500 or more and a lease if the payments are $1000 or more.****
What are the three exceptions to additional terms in the acceptance of a contract becoming part of the contract in a transaction between merchants
1) the other merchant's objection to the terms within a reasonable time, 2) the first merchant's form expressly required acceptance of its terms 3) additional terms materially alter the original contract
In a suit to determine the meaning of an ambiguous clause the court may accept evidence of
consistent additional terms only, some evidence outside the contract is admissible-evidence of what the parties did under the contract and the usage in their trade.
Can a contract in writing that was intended to be a final expression be contradicted by evidence of prior agreements or contemporaneous oral agreement?
What form does a firm offer by a merchant have to be in?
Does consideration have to take place in a firm offer by a merchant & does the other party have to be a merchant?
No, no and no definite period need be specified
What can the court do if it finds a contract unconscionable?
enforce, limit, or refuse to enforce the contract or disputed clause
How many days does a merchant who receives a signed written confirmation that indicates the terms of an agreement have to object the offer if they have reason to know of its contents?
10-they have to object in writing. If not, the offer will be enforceable against them even if they haven't signed anything