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Flashcards in Contracts: Title & Risk of Loss Deck (7)
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UCC Article 2:

- before interest, goods must exist and be identified
-GR: goods currently in existence @ contract creation
- Fungible Goods: cannot be distinguished: ID when marked/designated to the contract
- Future Goods: identified when shipped, marked, designated
*** once goods exist and are identified, then title and risk of loss may pass ***


UCC Article 2:
Delivery Terms

F.O.B. (free on board)
- title and rol pass at time of delivery of conforming goods
F.A.S. (free alongside vessel)
- title and rol pass at place of shipment
C.I.F. (cost, insurance, freight)
- title and rol pass at time of delivery of conforming goods, gets BOL, gets insurance, names destination, and forwards documents to buyer
C&F (cost & freight)
- Same as CIF but no insurance
COD (cash on delivery)
- pay cash upon tender of goods
- if they are shipped timing of right to inspection shifts


UCC Article 2:
Passage of Title

1. Determine if delivery or non-delivery
- w/o agreement delivery is at seller's place of business
2. Non-Delivery
- is there a document of title?
- no. then title passes @ moment of contract
- yes & non-negotiable. @ moment of receipt
- yes & negotiable. @ moment of receipt
3. Delivery
- Tender is the key: goods have arrived and are available for pickup, and buyer notified
4. Ex-Ship
- title and rol do not pass until ship arrives and goods unloaded
5. Deliver
- delivery at buyer's destination


UCC Article 2:
Passage of Risk of Loss

Remember: goods must be identified
1. Non-Delivery
- determine if contract delivery or non-delivery
-is seller a merchant?
- if so, rol does not pass until buyer has posession
- if not, rol passes upon tender
- FOB place of shipment, then rol when given to carrier
- FOB destination: rol at time of tender
Negotiable document of title & no delivery
- to buyer on buyer's receipt of document
Nonnegotiable document of title & no delivery
- to buyer on buyer's receipt of document & time to present and receive
Held by Third Parties no document of title
- bailee acknowledges buyer's right to posession
- rol upon tender by warehouseman


UCC Article 2:
Breach of passage of title & ROL

- buyer has right to reject non-confirming goods. rol does not pass until defect has been cured.
- if goods are accepted and then acceptance is revoked, then rol back to seller
- breach due to fault of buyer and rol has not passed, moves to buyer
- breach affects rol but not title


UCC Article 2:
Special Issues

Sale on Approval: until buyer accepts, title & rol with seller
- accept by:
- Due notification
- failure to reject
- any act inconsistent with seller's ownership
Sale or Return: actual sale with title and rol to buyer with clause that the can revert to seller if buyer returns
- failure to timely return finalizes sale


UCC Article 2:
Third Party Rights and Title

Bona Fide Purchaser for Value
- void title transferred: void title cannot be transferred
- voidable title transferred: stays with original owner unless sold to a bona fide purchaser for value
- entrusting goods to merchant: they can transfer to buyer in ordinary course of business

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