Ch11 Flashcards
Know why most states adopted the UCC
Lowering the cost of doing business across state
Know the definition of a good under Article 2 of the UCC
Tangible and movable
Be able to determine what type of contract is covered by Article 2 of the UCC
Contract for Goods
The Court in Erie Ins. Co v. Amazon.com, Inc held that
When a company only distributes products for a seller and does not themselves sell a product, then the distributor is not responsible for product liability like the seller
What is the default provision for when title to goods pass from Seller to Buyer in the UCC?
When the seller delivers it to the buyer and receives it
When a UCC contract is does not contain a specific term what happens?
Gap filler provisions
Know the UCC rule about accepting an offer to create a contract
Intent of contract
Under the UCC a contract can be formed by the way the parties act
If they act like there is a contract, there is a contract even if there where no express terms
Under the UCC if you leave out a major term like the price
There is still a contract
UCC offers can be accepted
Even in new or different terms are included in the acceptance
In a UCC contract
A significant change in the contract (agreed to by the parties) does NOT require a new consideration
Buyers have the right to inspect goods before accepting them. Who bears the cost of the inspection?
The Buyer
In Villabos v. Atlanta Motorsports, LLC
The court allowed the buyer to try to prove he revoked his acceptance of the good once he learned the value of the good was impaired (meaning the truck was not worth what the Seller said it was worth)
Know the three situations an express warranty is created in
A sample is provided
Seller makes representation
Makes a formal warranty
Goods
Manufactured things (not services) that are movable and have physical existence (not intangible)
Things not covered by the UCC
Real Estate
Services
Stocks
Bank Accounts
Intellectual Property (Patents, Copyrights, Trademarks, Trade Secrets)
Venable v. SunTrust
Lost the car but did not pay the deficiency
The Implied Warranty of Merchantability means
A merchant who sells goods must meet the quality comparable to that generally acceptable their industry
Know the purpose of warranty disclaimers
A form of strict liability under contract law
To reduce the sellers liability
Know what the court said about warranty disclaimers in Lee v. R&K Marine
R&K Marine disclaimed the warranties so they were not responsible
Know what incidental damages are
Damages the plaintiff the buyer would gets when they have to deal with non conforming problems/goods
