Article 2 Provisions on Interpreting Ks Flashcards
Gap-Filler Terms
- key to forming K for sale of goods = quantity term
- if other terms are missing from the agreement, Art 2 has gap-filler provisions to fill in missing terms
Gap-Filler Terms - Price
Price = reasonable price at time for delivery IF:
1) nothing has been said as to price
2) price is left open to be agreed on by the parties + they fail to agree OR
3) price is to be fixed in terms of some standard set by a third person or agency and it isn’t set
Gap-Filler Terms- Place of Delivery
- if not specified, place usually is the seller’s place of business, if they have one
- otherwise, it’s the seller’s home
Gap-Filler Terms - Time for Shipment or Delivery
- if time isn’t specified, shipment or delivery is due w/in a reasonable time
Gap-Filler Terms - Payment
- if time for payment isn’t specified, payment is due at time + place at which buyer is to receive the goods
Gap-Filler Terms - Assortment
- if K provides that assortment of goods is to be delivered + doesn’t specify which party is to choose, the assortment is at the buyer’s option
- if a party who has right to specify the assortment doesn’t do so seasonably, the other party is excused from any resulting delay + may either proceed in any reasonable manner (ex: choose a reasonable assortment) or treat the failure as a breach
Express Warranties
- any affirmation of fact or promise made by seller to buyer, any description of the goods, + any sample or model creates an express warranty if the statement/description/sample/model is part of the “basis of the bargain”
-> need only come at such time that buyer could’ve relied on it when they entered into K
-> buyer doesn’t need to prove actually relied on it, BUT seller can negate by proving buyer didn’t in fact rely - not necessary that seller intended the affirmation of fact/description/model/sample to create a warranty
Seller’s Statements of Value or Opinion
- DON’T create express warranty
Implied Warranty of Merchantability
- implied in every K for sale by a merchant who deals in goods of the kind sold
- warranty that the goods are merchantable -> must at least be “fit for the ordinary purpose for which such goods are used”
Implied Warranty of Merchantability - Seller’s Knowledge of Defect
- NOT relevant
- makes no difference that seller didn’t know of the defect or couldn’t have discovered it
- not based on negligence
-> rather, based on absolute liability imposed on certain sellers
Implied Warranty of Fitness for a Particular Purpose
Warranty implied in K for sale of goods whenever:
1) any seller, merchant or not, has reason to know the particular purpose for which the goods are to be used + that buyer is relying on the seller’s skill + judgment to select suitable goods AND
2) buyer in fact relies on seller’s skill or judgment
Warranty of Title
- any seller of goods warrants that the title transferred is good, that the transfer is rightful, + that there are no liens or encumbrances against the title of which the buyer is unaware at the time of contracting
- warranty arises automatically + need not be mentioned in K
Warranty Against Infringement
- merchant seller regularly dealing in goods of the kind sold automatically warrants that the goods are delivered free of any patent, trademark, copyright, or similar claims
- BUT a buyer who furnishes specifications for the goods to the seller must hold the seller harmless against such claims
Disclaimer of Warranties - Warranty of Title
- can be disclaimed or modified only by specific language or by circs that give buyer notice that the seller doesn’t claim title or that they’re selling only such rights as they or a third party may have (ex: sheriff’s sale)
Disclaimer of Warranties - Implied Warranties
- implied warranties of merchantability + fitness for particular purpose can be disclaimed by either specific disclaimers or general methods of disclaimer