Intro/What Law Applies?

Question 1

What are the three basic questions to ask when faced with a sales Q?

Answer 1

1. Has an enforceable K been formed?
2. Has the K been performed or is performance excused?
3. What are the remedies for breach?

Question 2

When are you in the common law universe?

Answer 2

when dealing with real estate or services

Question 3

when are you in the Article 2 of the UCC universe?

Answer 3

When a K deals with goods (movable; personal property)

Question 4

To what parties who enter a goods K does Art. 2 of the UCC apply?

Answer 4

All parties, not just merchants

Question 5

What is a merchant?

Answer 5

Someone who regularly deals in the type of goods at issue

Question 6

Are timber and potatoes sold covered by the UCC?

Answer 6

Yes, remember the key, they are severed from the land so selling a good not real estate

Question 7

Are patents, trademarks and the like covered by the UCC?

Answer 7

No, intellectual property and other intangible assets are not goods.

Question 8

Are stocks covered by the UCC?

Answer 8

Yes, but a different article. Article 8.

Question 9

How do we know what covers a mixed K (elements of goods and services)?

Answer 9

Apply 2 rules:
1. The all or nothing rule. The K must fit into one universe or another. Limited exception when a K is divisible (separate consideration).
2. The predominant purpose rule. Does a good or service play a bigger role in the overall nature of the contract?