UCC Grok

Question 1

What does UCC Article 2 govern?

Answer 1

The rules governing sales of goods

Question 2

What is the parol evidence rule?

Answer 2

Governs whether outside agreements can affect a written contract

Question 3

What are the key rules related to the parol evidence rule?

Answer 3

• Contradiction: Forbidden if the writing is integrated
• Explanation/Supplementation: Allowed to clarify terms unless the writing is fully integrated

Question 4

Define Course of Dealing.

Answer 4

Past dealings between parties that set expectations

Question 5

Define Usage of Trade.

Answer 5

Industry norms that influence contract interpretation

Question 6

Define Course of Performance.

Answer 6

Repeated actions under the contract

Question 7

What is the effect of a fully integrated contract on oral promises?

Answer 7

Oral promises are inadmissible as they contradict the writing

Question 8

What methods can be used to resolve ambiguous contract terms?

Answer 8

• Plain Meaning
• Contract Context
• Extrinsic Evidence
• Contra Proferentem
• UCC Gap-Fillers

Question 9

What is the concept of Good Faith in contracts?

Answer 9

Every contract requires honesty and reasonable commercial behavior

Question 10

What is an Implied Warranty of Merchantability?

Answer 10

Goods must be fit for ordinary purposes and meet trade standards

Question 11

What is an Express Warranty?

Answer 11

Created by affirmations, descriptions, or samples that are part of the deal

Question 12

How can sellers limit or eliminate warranties?

Answer 12

• Disclaim with clear, conspicuous language
• Mention ‘merchantability’ for merchantability disclaimers

Question 13

What is the Perfect Tender rule?

Answer 13

Requires the seller to deliver goods exactly as promised

Question 14

What does F.O.B. stand for in delivery terms?

Answer 14

Free on Board

Question 15

What is the Right of Inspection?

Answer 15

Buyers get a reasonable time to inspect before accepting or paying

Question 16

What is the procedure for rejecting nonconforming goods?

Answer 16

• Notify seller promptly
• Hold goods for seller’s instructions
• Specify defects

Question 17

What happens when a buyer accepts goods?

Answer 17

Buyer agrees to pay the contract price and must notify seller of breaches

Question 18

What is the definition of Repudiation in contract law?

Answer 18

A clear refusal to perform

Question 19

What is the effect of repudiation?

Answer 19

The other party can suspend performance or seek remedies

Question 20

What constitutes an Impracticability excuse for performance failure?

Answer 20

Unforeseen events make performance impossible

Question 21

In a contract, what are gap-fillers?

Answer 21

UCC default rules that apply when terms are missing

Question 22

Fill in the blank: An example of a gap-filler for price is a _______.

Answer 22

reasonable price at delivery

Question 23

True or False: A buyer can revoke acceptance if a defect substantially impairs value.

Answer 23

True

Question 24

What is the seller’s right to cure?

Answer 24

Fix nonconformity within contract time or later if goods were thought acceptable

Question 25

What happens if a remedy fails its essential purpose?

Answer 25

The buyer can seek other remedies

Question 26

What is a significant aspect of the implied warranty of fitness for a particular purpose?

Answer 26

It arises when the seller knows the buyer's specific need and the buyer relies on the seller's expertise

Question 27

What must a seller do to disclaim implied warranties?

Answer 27

Use clear, conspicuous language in the contract

Question 28

How can a buyer revoke acceptance?

Answer 28

Notify the seller within a reasonable time before goods change condition

Question 29

What does the term 'installment contract' refer to?

Answer 29

Contracts where goods are delivered in lots

Question 30

Fill in the blank: A buyer can reject an installment only if nonconformity _______.

Answer 30

substantially impairs its value

Question 31

What is meant by 'demand for assurances'?

Answer 31

Requesting written assurance if performance is insecure

Question 32

What is a seller's excuse under § 2-613?

Answer 32

If identified goods are destroyed, the contract is void or partially excused

Question 33

What is Substituted Performance (§ 2-614)?

Answer 33

Use reasonable alternatives if agreed methods fail, e.g., ship by rail if trucks are unavailable.

Question 34

What does Impracticability (§ 2-615) entail?

Answer 34

Excused if unforeseen events make performance impossible, with notice and fair allocation.

Question 35

What are a buyer's options under § 2-616 when performance is modified?

Answer 35

Accept modified performance or terminate.

Question 36

What is an example of Impracticability in contract performance?

Answer 36

A seller’s crop is destroyed by a flood; they're excused under § 2-615.

Question 37

What remedies are available for a breach of contract?

Answer 37

Compensate the injured party.

Question 38

What are Seller’s Remedies (§ 2-703) when a buyer breaches?

Answer 38

* Resale * Damages for Non-Acceptance/Repudiation * Lost Volume Seller * Action for the Price * Incidental Damages * Liquidated Damages

Question 39

How does a seller calculate damages for resale?

Answer 39

Contract price minus resale price, plus incidental damages.

Question 40

What is a Lost Volume Seller?

Answer 40

A seller who can recover lost profits if resale doesn’t compensate.

Question 41

What is the Action for the Price (§ 2-709)?

Answer 41

Recover price for accepted or unsellable goods.

Question 42

What are Incidental Damages (§ 2-710)?

Answer 42

Costs like storage or shipping due to breach.

Question 43

What are Buyer’s Remedies (§ 2-711) when a seller breaches?

Answer 43

* Cover * Damages for Non-Delivery/Repudiation * Damages for Accepted Goods * Incidental/Consequential Damages * Specific Performance/Replevin * Deduct Damages

Question 44

What does 'Cover' mean under § 2-712?

Answer 44

Buy substitutes and recover cover price minus contract price, plus damages.

Question 45

What is the formula for damages for non-delivery or repudiation?

Answer 45

Market price at breach minus contract price, plus damages.

Question 46

What is the definition of Consequential Damages?

Answer 46

Foreseeable losses due to a breach.

Question 47

What is Privity in contract law?

Answer 47

Warranties may extend to non-buyers.

Question 48

What are the alternatives for warranty coverage under Privity (§ 2-318)?

Answer 48

* A: Covers buyer’s household injured by breach * B: Covers any person expected to use goods and injured * C: Covers any injured person/entity

Question 49

What does Assignment and Delegation refer to (§ 2-210)?

Answer 49

Rights or duties can be transferred; rights are transferable unless prohibited.

Question 50

What is the difference between Assignment and Delegation?

Answer 50

Assignment transfers rights; Delegation transfers duties.

Question 51

What is a teaching tip to understand Seller's Remedies?

Answer 51

Seller remedies are like a store recovering losses—sell the item elsewhere, sue for losses, or demand the price if it’s already yours.

Question 52

What is a teaching tip for Buyer’s Remedies?

Answer 52

Buyer remedies are like fixing a bad purchase—buy elsewhere, sue for losses, or demand the goods if they’re one-of-a-kind.

Question 53

What are the key takeaways for analyzing UCC Article 2 contracts?

Answer 53

* Terms: Express terms rule * Performance: Sellers aim for perfect tender * Remedies: Breaches trigger damages or cover * Third Parties: Warranties and assignments extend impact