Ch.21

Question 1

What is the purpose of UCC Article 2?

Answer 1

To assist merchants with sales concerning goods making the transfer more efficient

Question 2

Who are merchants?

Answer 2

• Buyers Sellers Deal in goods of the kind involved in contract
• By occupation, represent themselves as having knowledge and skill unique to goods
  involved in transaction
• Employ a merchant as a broker, agent, or other intermediary

Question 3

What is a sale?

Answer 3

The passing of title from seller to buyer for a price

Question 4

What are goods?

Answer 4

Tangible things that can be moved

Question 5

What if the contract contains both goods and services?

Answer 5

UCC Article 2 applies to contracts if goods are a predominant part of the agreement

Question 5

Offers are valid even if some terms are …

Answer 5

left open

Question 6

How do we form contracts for a sale of goods between merchants?

Answer 6

Contracts for sale of goods may be made in any manner sufficient to show agreement

Question 7

What terms are required for the formation of an agreement under UCC?

Answer 7

• parties
• quantity
• subject matter

Question 7

When is mutual consideration required?

Answer 7

at the time the agreement is made

Question 7

The delivery is

Answer 7

the seller’s place of business

Question 8

If/when contracts for the sale of goods between merchants are modified, is new consideration needed?

Answer 8

No

Question 9

What are some terms added on default, but not stated in the contract?

Answer 9

Price
Payment
Delivery
Time for performance
Duration of contract

Question 9

Payment is due

Answer 9

upon receipt

Question 10

The term price represent

Answer 10

a reasonable price supplies at the time of delivery

Question 11

The for performance must be performed

Answer 11

within reasonable notification

Question 11

Duration of contract allows termination

Answer 11

in good faith upon reasonable notification

Question 12

How do negotiations affect the contract?

Answer 12

Negotiations of terms back and forth between the parties can be used to form the final contract

If the last set of negotiations is not specifically rejected, then the last terms standing are the ones applicable to the final transaction.

U C C assumes terms found in the battle of the forms are part of the contract, whether expressly agreed to or not.

Question 13

Do we interpret UCC Contracts the same?

Answer 13

Yes

Question 14

When the courts interpret sales contracts, what doe they look at?

Answer 14

Express contract terms
Course of performance (regarding subject contract)
Course of dealing (between subject parties)
Usage of trade (industry standard)

Question 15

What do we do about Capacity?

Answer 15

• Capacity issues still exist but not as prevalent in UCC.
• Contracts are typically between larger companies.
• Corporations by default are deemed to have capacity.
• Therefore, agents representing the corporations have the capacity of the corporation.

Question 16

What do we do about Legal Assent?

Answer 16

• Still applies.
• Mistake, Misrepresentation, Duress and Undue Influence, and Unconscionability are still issues
• UCC comes up with unique and appropriate rights and remedies of buyers and sellers to combat these issues

Question 17

Does the State of Frauds still apply?

Answer 17

Yes, contracts for a sale of good valued at $500 or more

Remember MYLEGS

Question 17

What are the exceptions?

Answer 17

Specifically manufactured goods

Admission (in legal pleadings, testimony, or court)

Partial performance: Enforceable to extent that payment has been made and accepted, or goods have been received and accepted

Question 18

Since the Statute of Frauds still applies, does the Parole Evidence Rule still apply?

Answer 18

Parole Evidence Rule bans trial testimony about the existence of contract terms that contradict the written terms of the contract.

Question 19

When is trial testimony allowed?

Answer 19

Additional terms consistent with contract terms, no contradiction allowed

Evidence helps interpret the agreement (ambiguous terms, etc)