What Law governs Flashcards
To memorizeze (11 cards)
What is the rule for transaction
Transaction” is not defined in the code; however, courts have commonly interpreted “transaction” to mean a “contract for sale.” A contract for sale is “a present sale.” Sale is further defined as the passing from the seller to the buyer for a price §2-106(1). Therefore, transaction is (1) an agreement (2) where it is contemplated that there will be passing of a title (3) from seller to buyer (4) for a price.
What is the meaning of agreement in transaction?
an agreement i.e., mutual assent is/is not present because [facts] as evident by [facts], which demonstrates…;
what is the meaning of passing of title for transaction?
further, the passing of a title, i.e., transferring ownership from one person to another where there is no expectation of the property being returned to the seller, is/is not present because [facts] as evident by [facts], which demonstrates
What is the meaning of from seller to buyer for transaction?
the element of “from a seller to a buyer,” i.e., the person who currently owns the good to the person who wants to own the good, is/is not present because [facts], which demonstrates…; and
What is the meaning of price for transaction?
finally, price, i.e., what is being exchanged for goods, money, services or land is/is not present because [facts] as evident by [facts], which demonstrates
What is the rule for good in?
Pursuant to §2-105(1), goods are “(1) all things…which are (2) movable at the (3) time of identification to the contract.” There are three elements and all three elements are necessary.
What is the meaning of things in goods?
a thing, i.e., a tangible, personal property is/is not present because [facts] as evident by [facts], which demonstrates
What is the meaning of movable in goods?
movable, i.e., something that is not affixed to land, is/is not present because [facts] as evident by [facts], which demonstrates
what is the meaning of time of the contract for good?
the time of the contract, i.e., goods that are presently existing goods that are already made and housed somewhere when the parties have a buy-sale meeting of the minds, is/is not present because [facts] as evident by [facts], which demonstrates
What is the conclusion for What Law Governs (Transaction + Good)?
I have found all the elements of a good, so a good is present. Now, that I have determined that there is a good, I can preliminary say UCC Article 2 potentially governs this dispute. Now, I will look to see if there are any non-goods in the fact pattern because if there is something other than a good, and it predominates the dispute, then Article 2 will not apply. To be certain that Article 2 governs this dispute, I will do a mix transaction analysis by applying the predominate purpose test
What is the predominant purpose test rule?
When there is a mixed transaction, the courts use the predominate purpose test found in Princess Cruise Lines to consider the totality of the circumstances to determine whether Article 2 or common law governs. The predominate purpose has four factors: (1) the language of the contract, (2) the nature of the supplier’s business, (3) the intrinsic worth of the materials (cost of the goods relative to the cost of the service), and (4) the gravamen of the dispute.
