Article 2

Question 1

definition of contract

Answer 1

the total legal obligation that results from the parties’ agreement as defined by the UCC and as supplemented by applicable laws

Question 2

definition of agreement

Answer 2

the bargain of the parties in fact as found in the language or inferred from all the circumstances including course of performances, deals, and usage of trade

Question 3

definition of agreement

Answer 3

the bargain of the parties in fact as found in the language or inferred from all the circumstances including course of performances, deals, and usage of trade

Question 4

who does article 2 deal w/?

Answer 4

buyers and sellers of goods

Question 5

does article 2 make contract b/t buyers and sellers of goods easier or harder?

Answer 5

easier

Question 6

who does article 9 deal w/?

Answer 6

buyer/seller; borrower/lender, 3P that have rights

Question 7

can parties easily contract out of article 9 rules?

Answer 7

no

Question 8

can parties easily contract out of article 9 rules?

Answer 8

no

Question 9

definition of goods

Answer 9

all things that are moveable at the time of the contract

Question 10

can the definition of goods include oil, gas, minerals, timber?

Answer 10

yes, if they will be severed from the land to which they are attached

Question 11

what are the 2 methods used to determine whether a contract for sale involves the sale of goods or services?

Answer 11

1. predominate purpose test (what is the most important part of the contract)
2. gravamen of the action test (which part of the agreement went wrong)

Question 12

why is it important to determine if any of the parties in the transaction are merchants?

Answer 12

because certain warranties only apply to merchants

Question 13

when there is an ambiguity in the K language, what first will be used to interpret that language?

Answer 13

the course of dealings b/t the parties and then the usage of trade

Question 14

can the parties contract out of the usage of trade being used to interpret and ambiguity in the contract?

Answer 14

yes but the parties must be very specific in the contract that they are going against the usage of trade

Question 15

can the parties contract out of the usage of trade being used to interpret and ambiguity in the contract?

Answer 15

yes but the parties must be very specific in the contract that they are going against the usage of trade

Question 16

definition of merchant

Answer 16

a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practice or goods involved in the transaction

Question 17

definition of between merchants

Answer 17

in any transaction with respect to which both parties are chargeable w/ the knowledge or skill of merchants

Question 18

definition of bill of lading

Answer 18

a document evidencing the receipt of goods for shipment issued by a person engaged in the business of transporting or forwarding goods

Question 19

what is the course of performance?

Answer 19

the conduct b/t parties in a particular transaction, which exists if:

1. there’s an agreement calling for repeated performance AND
2. the other party knew of the nature of the performance and had an opportunity to object but didn’t

Question 20

what is the course of performance?

Answer 20

the conduct b/t parties in a particular transaction, which exists if:

1. there’s an agreement calling for repeated performance AND
2. the other party knew of the nature of the performance and had an opportunity to object but didn’t

Question 21

what is course of dealing?

Answer 21

sequence of conduct b/t parties relating to transactions the parties had in the past that establishes a common basis of understanding for interpreting the parties’ expression and other conduct

Question 22

what is usage of trade?

Answer 22

the method of dealing that is regularly observed in a place, vocation, or trade as to justify an expectation that it will be observed in the transaction in question

Question 23

what is the difference b/t COP, COD, and UOT?

Answer 23

COP = specific; relates to a specific transaction
COD = more general; relates to previous transactions
UOT = very general; industry standard

Question 24

what is the hierarchy b/t express terms, COP, COD and UOT?

Answer 24

express terms>COP>COD>UOT

Question 25

when does the hierarchy b/t express terms, COP, COD, and UOT come into play?

Answer 25

when there is an ambiguity in the contract for sale that needs to be interpreted

Question 26

when must a contract for sale of goods be in writing to satisfy the SOF?

Answer 26

when the price is $500 or more (K must be in writing)

Question 27

what must a contract for sale of goods be in compliance w/?

Answer 27

the SOF

Question 28

under the SOF, will a contract for sale of goods be invalid if there is an incorrectly stated term?

Answer 28

No, but if such term is a quantity, then the contract will only be enforced for the quantity shown in the writing

Question 29

under the SOF, will a contract for sale of goods be invalid if there is an incorrectly stated term?

Answer 29

No, but if such term is a quantity, then the contract will only be enforced for the quantity shown in the writing

Question 30

what is the most common remedy when parties breach a contract for sale?

Answer 30

discontinuation of the business relationship

Question 31

can a memo satisfy the SOF?

Answer 31

yes if it is b/t merchants. See detailed requirements in 2-201

Question 32

which section of the UCC contains the SOF?

Answer 32

2-201

Question 33

when is a writing not required under the SOF?

Answer 33

SWAP 1. specially manufactured goods 2. written confirmation by a merchant 3. admission in court OR 4. performance

Question 34

when is a writing not required under the SOF?

Answer 34

SWAP 1. specially manufactured goods 2. written confirmation by a merchant 3. admission in court OR 4. performance

Question 35

what are the 2 implied warranties?

Answer 35

1. implied warranty of merchantability | 2. implied warranty of fitness for a particular purpose

Question 36

what are the 2 promises made by the warranty of merchantability?

Answer 36

1. the goods that are being sold are at least as good as other, similar goods in the trade 2. goods are fit for the ordinary purposes for which goods of that description are used

Question 37

when does the warranty of merchantability apply?

Answer 37

when the seller is a merchant

Question 38

does the implied warranty of merchantability apply to used goods?

Answer 38

yes

Question 39

can the implied warranties be modified or disclaimed?

Answer 39

yes

Question 40

what are the elements of the implied warranty of fitness for a particular purpose?

Answer 40

1. seller, at time of K, has reason to know 2. of buyer's particular purpose 3. buyer relies on seller's skill or judgment

Question 41

when does the implied warranty of fitness not apply?

Answer 41

when the sale of goods is ordinary (ex. shoes are sold for the purpose of walking)

Question 42

when does a fact, promise, description, sample or model become an express warranty?

Answer 42

when it becomes part of the basis of the bargain (2-313)

Question 43

is puffing a warranty

Answer 43

no

Question 44

T/F: specific language is more likely to be an express warranty

Answer 44

true

Question 45

T/F: a written statement is more likely to be an express warranty

Answer 45

true

Question 46

what are the 4 types of warranties?

Answer 46

1. implied warranty of merchantability 2. implied warranty of fitness for a particular purpose 3. express warranties 4. warranty of title and against infringement

Question 47

what does the warranty of title and against infringement promise?

Answer 47

that the seller has good title to the goods that it is selling

Question 48

what does the warranty of title and against infringement promise?

Answer 48

that the seller has good title to the goods that it is selling

Question 49

what are the requirements to exclude or modify the implied warranty of merchantability?

Answer 49

1. language must mention "merchantability" AND | 2. in case of a writing, must be conspicuous

Question 50

what standard is conspicuousness determined under?

Answer 50

what a reasonable person would have noticed

Question 51

what are the requirements to exclude or modify the implied warranty of fitness?

Answer 51

1. in writing AND | 2. conspicous

Question 52

in excluding or modifying the implied warranty of fitness, does such exclusion or modification need to mention "implied warranty of fitness" specifically?

Answer 52

no

Question 53

to exclude/modify the implied warranty of fitness, is it sufficient to say "there are no warranties which extend beyond the description on the face hereof"

Answer 53

yes

Question 54

is saying "as-is," "with faults" or something similar sufficient to exclude all implied warranties?

Answer 54

yes. if it is something other than "as is" or "with faults" it must be recognized language that calls the buyers attention to the exclusion of warranties and makes plain there is no warranty

Question 55

are there implied warranties w/ regard to defects which an exam ought to have revealed when the buyer (before entering the K) examines the goods or model/sample or refuses to examine the goods or mode/sample?

Answer 55

no

Question 56

what are the requirements in order for the selling to conclude that the buyer has "refused to examine" the goods

Answer 56

1. goods are available for inspection | 2. seller demands the buyer examine the goods fully

Question 57

when the seller makes a demand that the buyer examine the good fully, what purpose does that demand serve?

Answer 57

Notice to the buyer that he is assuming risk of defect that the exam should reveal

Question 58

which defects are excluded by the buyer's exam of the goods/model/sample?

Answer 58

defects that would not have been notice b/c of the buyer's skill and normal method of examining goods

Question 59

for implied warranty purposes, is the buyer excused if the buyer fails to notice an obvious defect in the goods?

Answer 59

no

Question 60

T/F: implied warranties can also be excluded or modified by COD, COP, or UOT

Answer 60

true

Question 61

how can a lessor disclaim the implied warranty of merchantability?

Answer 61

1. using a conspicuous written disclaimer AND | 2. using the word merchantability

Question 62

how can a lessor disclaim the warranty of fitness?

Answer 62

by using a more specific disclaim that states "there is no warranty that the goods will be fit for a particular purpose"

Question 63

how can a lessor disclaim the warranty of fitness?

Answer 63

by using a more specific disclaim that states "there is no warranty that the goods will be fit for a particular purpose"

Question 64

can the seller limit remedies?

Answer 64

generally yes

Question 65

can the seller limit consequential damages?

Answer 65

yes unless the limitation is unconscionable

Question 66

what happens if a seller limits consequential damages for injury to a person for consumer goods?

Answer 66

the limitation is considered prima facie unconscionable

Question 67

if the seller limits consequential damages for commercial loss, is such limitation prima facie unconscionable?

Answer 67

no b/c it is commercial

Question 68

what is risk of loss?

Answer 68

determine which party (buyer or seller) is responsible for the destruction of or damage to goods that occurs b/t the time the K is entered into and the time that the buyer receives possession of the goods

Question 69

if the goods are damages through no fault of the B or S, which rules come into play to determine who is responsible for those damages?

Answer 69

risk of loss rules

Question 70

can the parties modify the default risk of loss rules through an agreement?

Answer 70

yes

Question 71

if either the buyer or the seller negligently causes a loss, will the risk of loss rules come into play?

Answer 71

no and the negligent party assumes the loss

Question 72

which section operates on the ROL when neither party has breached the contract?

Answer 72

2-509

Question 73

what is a shipment contract?

Answer 73

a contract where the seller is not required to deliver the goods to a particular destination

Question 74

what words will signal a shipment contract?

Answer 74

FOB seller's place

Question 75

what does FOB stand for?

Answer 75

free on board

Question 76

when does the ROL shift to the buyer in the case of a shipment contract?

Answer 76

when the goods are delivered to the carier

Question 77

what must the seller do when shipping goods to the buyer?

Answer 77

1. put the goods in possession of the carrier 2. make a reasonable contract for their transportation AND 3. obtain necessary shipment documentation 4. promptly notify the buyer of the shipment

Question 78

what is a destination contract?

Answer 78

a contract where the seller must deliver the goods to a particular destination

Question 79

what words will signal a destination contract?

Answer 79

FOB Buyer's place

Question 80

when does the ROL shift to the buyer in the case of a destination contract?

Answer 80

when the goods are tendered to the buyer at the stated destination

Question 81

what are the requirements for tender regarding a destination contract?

Answer 81

1. put and hold the goods at the buyers disposition of the period necessary for the buyer to take possession 2. give the buyer notice of tender AND 3 give the buyer any documents that are needed for the buyer to take delivery (specific to destination K) 2-503

Question 82

when the seller is using a 3P (bailment K) to hold the goods for the buyer, when does ROL pass to the buyer?

Answer 82

1. when the buyer receives a negotiable document of title covering the goods 2. when the bailee acknowledges to the buyer the buyer's right to possession of the goods 3. when the buyer receives a non-negotiable document of title or other written direction to the bailee to deliver

Question 83

what section applies to shifting the ROL when a party has breached?

Answer 83

2-510

Question 84

what happens (in terms of ROL) when a tender or delivery of goods fails to conform to the contract as to give a right of rejection

Answer 84

the risk of the loss remains on the seller until seller cures or buyer accepts

Question 85

if the buyer rightfully revokes acceptance, may the buyer treat the ROL as if it has rested on the seller from the beginning, but only to the extent of a deficiency in the buyer's insurance coverage?

Answer 85

Yes

Question 86

in terms of ROL, what happens if the buyer breachers?

Answer 86

the seller may treat the ROL as with the buyer for a commercially reasonable time subject to insurance.

Question 87

in terms of ROL, what happens if the buyer breachers?

Answer 87

the seller may treat the ROL as with the buyer for a commercially reasonable time subject to insurance.

Question 88

what is the default type of delivery contract when the parties fail to specify?

Answer 88

shipment K

Question 89

what are incidental damages?

Answer 89

damages stemming from the breach

Question 90

can a seller get consequential damages?

Answer 90

no

Question 91

what are the 4 ways a buyer might breach?

Answer 91

1. wrongfully reject goods 2. wrongfully revoke acceptance 3. failing to make a payment when due 4. anticipatory repudiating contract

Question 92

how many remedies does a seller have?

Answer 92

7

Question 93

how many remedies does a seller have?

Answer 93

7

Question 94

can an aggrieved buyer get consequential damages?

Answer 94

yes

Question 95

what type of damages can both the buyer and the seller get?

Answer 95

incidental