Sales 1 Flashcards
Section 2-102
The UCC’s Article 2 only applies to “sales in goods.”
UCC 2-105
Goods are things
which are movable
at the time of identification
to the contract for sale.
“Predominant Purpose” Test
The predominant purpose test looks at the transaction as a whole to determine whether the predominant purpose is the sale of goods or the rendition of a service. If it is sale of goods, then the UCC governs. If it is a rendition of a service then the common law governs.
Offer
an outward manifestation of present intent to be bound to a contract.
Acceptance
any seasonable expression of present intent to be bound to a contract.
Consideration
a bargained for legal detriment
UCC 2-201 (Statute of Frauds)
A contract for the sale of goods
for the price of $500 or more is not enforceable unless
1. there is some writing sufficient to indicate that a contract for sale has been made between the parties;
2. the party against whom enforcement is sought, or his agent, has signed the writing; and
3. the quantity dealt with is stated.
UCC 2-104(1) (Merchant)
A “merchant” under the UCC “means 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 practices or goods
involved in the transaction.”
UCC 2-207. (Battle of the Forms; Additional Terms) 1
- A definite and seasonable expression of acceptance or a written confirmation
which is sent within a reasonable time operates as an acceptance
even though it states terms additional to or different from those offered or agreed upon,
unless acceptance is expressly made conditional on assent to the additional or different terms.
UCC 2-207. (Battle of the Forms; Additional Terms) 2
- [If either party is not a merchant],
the additional terms are to be construed as proposals for addition to the contract.
Between merchants such [additional] terms become part of the contract unless:
a. the offer expressly limits acceptance to the terms of the offer;
b. they materially alter it; or
c. notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
UCC 2-207. (Battle of the Forms; Different Terms; “knockout” rule)
The majority view is that the discrepant terms in both the nonidentical offer and the acceptance drop out, and
default terms found elsewhere in the Code fill the resulting gap.
UCC 2-202 (Parol Evidence Rule)
Terms in a writing may not be contradicted by evidence of any prior agreement
but may be explained or supplemented
by course of dealing or usage of trade or by course of performance; and
by evidence of consistent additional terms unless the writing is intended to be a complete and exclusive statement of the terms of the agreement.
2-313 (Express warranties)
- A promise made by the seller
which becomes part of the basis of the bargain
2-314 (Implied Warranty of Merchantability)
- A warranty that the goods shall be merchantable is implied
if the seller is a merchant with respect to goods of that kind and fit for the ordinary purposes for which such goods are used.
2-315 (Implied Warranty of Fitness for a Particular Purpose)
Where the seller has reason to know
any particular purpose for which the goods are required and
that the buyer is relying on the seller’s skill or judgment to select suitable goods,
there is an implied warranty that the goods shall be fit for such purpose.
