Chapter 6 Section 2: Sales Flashcards
Define goods
Moveable personal property
Define merchant
Dealer in the goods of the kind sold
What obligation is imposed on everyone?
What additional one is imposed on merchants?
Good faith
Reasonable standards of fair dealing
What makes a merchant’s firm offer?
What is special about it?
Seller is a merchant
Offer is in writing and signed by the merchant
Offer gives assurance it will be kept open for some time - not longer than three months
It is irrevocable
Is there a mirror image rule under UCC?
No
What are auctions with reserve?
Without?
With reserve means they don’t have to sell it if they don’t want to
Without means it’s getting sold for sure.
MYLEGS refers to goods over $500. What are the exceptions?
SWAP
Specially manufactured goods
Written confirmation without objection in 10 days
Admitted in court
Performed
Is failure of agreed-upon method of transportation a valid defense?
No
What conditions must be satisfied for risk of loss to pass?
DIP
Depends on shipping agreement
Identified GOODS (marked or segregated)
Parties agree
What if there is no specific delivery agreement?
It depends on if it’s noncarrier or carrier.
What if it’s noncarrier?
If it’s a merchant, risk passes on delivery
If a nonmerchant, risk passes on tender of delivery
What if it’s carrier?
If it’s a shipment contract, it passes on delivery to carrier
If it’s a destination contract, it passes on delivery to destination
Are FAS and CIF shipment of destination?
What do they stand for?
Shipment
Free Along Side and Cost, Insurance, and Freight
If the seller sells nonconforming goods, who carries risk of loss?
The seller.
What are the two types of nonfinal sales?
Who carries of of loss?
Sale on approval - risk on seller until approval
Sale or Return - risk on buyer until returned
Who bears the risk of loss for goods on consignment?
Buyer
Is risk of loss determined by title?
No
Define perfect tender
Goods and delivery must conform exactly to the contract without any defects
What are express warranties?
Can they be disclaimed?
They are oral or written, saying the goods will conform to the statement of fact, to the description, or to the sample or model.
They are hard to disclaim because they are express.
What is implied warranty of title?
Can it be disclaimed?
It is implied in every sales contract, saying that the seller has good title and the right to transfer the title.
It can be disclaimed specifically or by circumstance.
What is implied warranty of merchantability?
Can it be disclaimed?
It is implied in every sale by a merchant, and it says the goods are fit for ordinary purposes.
It can be disclaimed in general terms
What is implied warranty of fitness for particular purpose?
It is implied in every sale where you rely upon the seller to select the goods for you
It can be disclaimed in general terms
Is warranty protection limited by privity?
No
What are the two torts we’re concerned with?
Fraud and negligence
Are torts limited by privity?
No
What needs to be proven for negligence?
Seller owed a duty of care
Seller breached the duty by failing to use due care
Damages
Causation
What is strict products liability?
It’s for those injured by goods. They focus on the goods, and not on the seller’s conduct. Negligence is not necessary
What does it mean to demand assurance?
What if they don’t give it?
It means demanding assurance of performance, and can only be done with reasonable grounds.
If it’s not given, they assume it’s anticipatory repudiation.
What are the buyer’s right to damages if they accept nonconforming goods?
The difference between the value of conforming goods and the value of the goods as delivered plus incidental and consequential damages
Define cover
Being able to purchase comparable goods
Define replevin
The right to recover goods wrongfully in the hands of the seller
What if your goods are stolen, and the thief sells them?
What are the exceptions?
Usually you can get them back
If you entrust them to a merchant who deals in them and the merchant sells it, you can only sue the merchant for compensatory damages
If you accept a bad check, it’s the same deal.
