Contracts MEE Flashcards
When is a UCC K formed?
Under the UCC, a contract can be formed in any reasonable manner to show manifestation to contract
What must a UCC K include?
Only essential term is quantity, UCC gap fills if other terms are missing as long as parties intend to create a K
Acceptance of UCC goods outside the SoF
A contract is outside the UCC Statute of Frauds to the extent that goods are received and accepted, and to the extent that payment has been made and accepted.
UCC SoF writing requirement
When the price of goods is at least $500, the UCC requires a memorandum of the sale that must (i) indicate that a contract has been made, (ii) identify the parties, (iii) contain a quantity term, and (iv) be signed by the party to be charged.
*A signature includes any authentication that identifies the party to be charged, such as a letterhead on the memorandum. A mistake in the memorandum or the omission of other terms does not destroy the memorandum’s validity. However, enforcement is limited to the quantity term actually stated in the memorandum.
Merchant confirmation memo exception to SoF
In contracts of $500 or more between merchants, if a memorandum sufficient (signed by party, contains quantity) against one party is sent to the other party, who has reason to know its contents, and the receiving party does not object in writing within 10 days, then the contract is enforceable against the receiving party even though he has not signed it.
Who is a merchant under UCC?
A merchant is a person who regularly deals in the type of goods involved in the transaction or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction.
UCC firm offer
Under the UCC firm offer rule, an offer to buy or sell goods is irrevocable if: (i) the offeror is a merchant, (ii) there is an assurance that the offer is to remain open, and (iii) the assurance is contained in a signed writing from the offeror
Notice of offer revocation under the UCC
person receives notice when: (i) it comes to that person’s attention, or (ii) it is duly delivered in a reasonable form at the offeree’s place of business.
How is an offer revoked and when is it effective?
when the offeror makes a manifestation of an intention not to enter into the proposed contract before the offeree accepts. A revocation may be made in any reasonable manner and by any reasonable means, and it is not effective until communicated.
What are goods?
Movable objects that are identifiable at the time of King
Consideration
bargained for exchange, or a legal detriment
What is an offer?
manifestation of intent that acceptance of the offer will
form a binding contract between the parties.
