Ch.21 Flashcards
(25 cards)
What is the purpose of UCC Article 2?
To assist merchants with sales concerning goods making the transfer more efficient
Who are merchants?
- Buyers Sellers Deal in goods of the kind involved in contract
- By occupation, represent themselves as having knowledge and skill unique to goods
involved in transaction - Employ a merchant as a broker, agent, or other intermediary
What is a sale?
The passing of title from seller to buyer for a price
What are goods?
Tangible things that can be moved
What if the contract contains both goods and services?
UCC Article 2 applies to contracts if goods are a predominant part of the agreement
Offers are valid even if some terms are …
left open
How do we form contracts for a sale of goods between merchants?
Contracts for sale of goods may be made in any manner sufficient to show agreement
What terms are required for the formation of an agreement under UCC?
- parties
- quantity
- subject matter
When is mutual consideration required?
at the time the agreement is made
The delivery is
the seller’s place of business
If/when contracts for the sale of goods between merchants are modified, is new consideration needed?
No
What are some terms added on default, but not stated in the contract?
Price
Payment
Delivery
Time for performance
Duration of contract
Payment is due
upon receipt
The term price represent
a reasonable price supplies at the time of delivery
The for performance must be performed
within reasonable notification
Duration of contract allows termination
in good faith upon reasonable notification
How do negotiations affect the contract?
Negotiations of terms back and forth between the parties can be used to form the final contract
If the last set of negotiations is not specifically rejected, then the last terms standing are the ones applicable to the final transaction.
U C C assumes terms found in the battle of the forms are part of the contract, whether expressly agreed to or not.
Do we interpret UCC Contracts the same?
Yes
When the courts interpret sales contracts, what doe they look at?
Express contract terms
Course of performance (regarding subject contract)
Course of dealing (between subject parties)
Usage of trade (industry standard)
What do we do about Capacity?
- Capacity issues still exist but not as prevalent in UCC.
- Contracts are typically between larger companies.
- Corporations by default are deemed to have capacity.
- Therefore, agents representing the corporations have the capacity of the corporation.
What do we do about Legal Assent?
- Still applies.
- Mistake, Misrepresentation, Duress and Undue Influence, and Unconscionability are still issues
- UCC comes up with unique and appropriate rights and remedies of buyers and sellers to combat these issues
Does the State of Frauds still apply?
Yes, contracts for a sale of good valued at $500 or more
Remember MYLEGS
What are the exceptions?
Specifically manufactured goods
Admission (in legal pleadings, testimony, or court)
Partial performance: Enforceable to extent that payment has been made and accepted, or goods have been received and accepted
Since the Statute of Frauds still applies, does the Parole Evidence Rule still apply?
Parole Evidence Rule bans trial testimony about the existence of contract terms that contradict the written terms of the contract.
