UCC Introduction

Question 1

Scope of Article 2

Answer 1

UCC Article 2 governs transactions in goods.

• When common law and UCC differ, UCC prevails

Question 2

Definitions

Answer 2

1. Sale - sale is a k under which title to goods passes from seller to buyer for a price.
2. Goods - goods are all things movable at the time they are identified as the goods to be sold.

* Does not apply to real property, services, intangibles (e.g, intellectual property, goodwill).

* Predominant Purpose - when sale involves tangible property and services, the predominate purpose of the entire contract controls.

3. Goods Associated w/ Real Property - UCC governs over items such as minerals and structures to be removed from land, growing crop or uncut timber, and fixtures.
4. Merchants - merchants are those who deal in the kind of goods involved in teh transaction
5. Good Faith - good faith is to behave in a way which the party believes to be honest.

* Merchant Good Faith - includes observance of reasonable commercial standards of fair dealing

6. Insolvency - (i) cannot pay debts; (ii) ceased to pay debts; (iii) liabilities exceed assets

Question 3

Choice of Law + Forum

Answer 3

Under the UCC, parties may agree to the law to be applied in a dispute so long as the coice is appropriate, otherwise the law of the forum state is appplied to the transaction.