contracts UCC Flashcards
(16 cards)
What is the primary focus of UCC 2-207?
Battle of the forms - acceptance with additional/different terms; additional terms become part of contract between merchants unless:
* offer expressly limits acceptance
* materially alter
* objection given
This section addresses how differing terms in acceptance may affect contract formation.
What does UCC 2-201 specify regarding contracts for goods over $500?
Requires writing signed by party to be charged; exceptions:
* specially manufactured goods
* admission
* part performance
This is often referred to as the statute of frauds for the sale of goods.
What does UCC 2-209 state about contract modifications?
No consideration required for good faith modifications; attempt at modification can be waiver even if invalid
This allows for flexibility in contract adjustments without needing new consideration.
What is the concept of unconscionability under UCC 2-302?
Court may refuse to enforce unconscionable contract or clause; procedural + substantive unfairness
This protects parties from extremely unfair contract terms.
What does UCC 2-305 address regarding price terms?
Open price terms - reasonable price at time of delivery if price not settled; parties must intend to be bound despite open term
This allows contracts to be formed even when the price is not determined at the outset.
What do output and requirements contracts entail according to UCC 2-306?
Seller’s output or buyer’s requirements; good faith limits - no unreasonably disproportionate amounts
This ensures fair dealing between parties in fulfilling contract obligations.
What is the general rule for contract formation under UCC 2-204?
Contract can be made in any manner showing agreement; conduct can show agreement; indefinite terms OK if parties intended contract
This emphasizes the flexibility in how agreements can be formed.
How can an offer be accepted according to UCC 2-206?
Offer can be accepted any reasonable manner; shipment of goods = acceptance (conforming or non-conforming)
This allows for various forms of acceptance, including performance.
What constitutes an express warranty under UCC 2-313?
Affirmation of fact, promise, description, sample/model that becomes part of basis of bargain
Express warranties are critical in establishing the expectations of the buyer.
What is the implied warranty of merchantability as per UCC 2-314?
Goods must be fit for ordinary purposes; only applies to merchants who deal in goods of that kind
This ensures that products meet basic quality standards.
What does UCC 2-315 specify about the implied warranty of fitness for a particular purpose?
Goods fit for buyer’s particular purpose when seller knows purpose and buyer relies on seller’s expertise
This warranty is crucial when a buyer has a specific need for a product.
What are warranty disclaimers under UCC 2-316?
‘As is’ disclaims implied warranties; conspicuous language required; examination opportunity can limit warranties
This allows sellers to limit their liability regarding product quality.
What is the perfect tender rule as described in UCC 2-601/602?
Buyer may reject goods if they fail to conform in any respect; must be within reasonable time and seasonably notify
This rule emphasizes the buyer’s rights in receiving goods that meet the contract specifications.
Under what conditions can a buyer revoke acceptance according to UCC 2-608?
Buyer can revoke acceptance if non-conformity substantially impairs value and was difficult to discover or seller promised cure
This provides protection for buyers against defective goods.
What does anticipatory repudiation mean under UCC 2-610?
Party may treat repudiation as breach and pursue remedies or await performance for commercially reasonable time
This allows parties to react to a breach even before the performance is due.
What is the purpose of UCC 2-611 regarding adequate assurance?
Party may demand adequate assurance when reasonable grounds for insecurity; failure to provide = repudiation
This helps to maintain confidence in contractual commitments.
