Contracts UCC Essay Flashcards
What determines whether a contract is governed by the UCC?
A contract is governed by the UCC if it constitutes a sale of goods. For mixed contracts involving goods and services, the “predominant purpose” test determines if the UCC or common law applies.
What is the UCC Statute of Frauds requirement for the sale of goods?
Contracts for the sale of goods priced at $500 or more must be in writing to be enforceable, unless an exception applies, such as payment made and accepted.
What creates an express warranty under the UCC?
Any promise, affirmation, description, or sample that is part of the basis of the bargain creates an express warranty, unless it is merely the seller’s opinion.
What are the elements for a breach of the implied warranty of merchantability under the UCC?
A: The buyer must show:
- The seller sold the goods.
- The buyer was reasonably expected to use the goods.
- The seller was a merchant of the type of goods sold.
- The goods were not of merchantable quality (not fit for ordinary use or did not pass without objection in the trade).
- The breach of warranty caused the buyer’s damages.
- The buyer notified the seller of the breach within a reasonable time..
When does the implied warranty of fitness for a particular purpose arise under the UCC?
It arises when the seller:
1. knows the buyer’s particular purpose and
2. that the buyer is relying on the seller’s skill to furnish suitable goods, and
3. the goods fail to meet that purpose.
- To claim a breach, the buyer must prove damages resulted from the breach and that they notified the seller within a reasonable time.
What are the rules for revocation of acceptance under the UCC?
A buyer may revoke acceptance if the goods’ nonconformity substantially impairs their value and the buyer notifies the seller within a reasonable time.
Can attorney’s fees be recovered under the UCC in VA?
Attorney’s fees are not recoverable under the UCC unless explicitly agreed to by the parties, authorized by law, or accompanied by a fraud claim.
In three instances under article 2 of the UCC a contract is enforceable without a writing: what are they and what is the one that applies to this essay?
- Specially manufactured goods
- Admission in pleadings/court that there was a contract
OR - Performance, which applies here.
If the goods are (i) received and accepted or (ii) paid for, the contract is enforceable up to the quantity accepted or paid for, even in the absence of a writing.
If, however, the oral agreement contemplates one indivisible item (e.g., a car), and the buyer pays a portion of the purchase price as a down payment, then courts will generally permit evidence of the contract, despite the partial payment.
What are the 4 key elements for a contract to satisfy the Statute of Frauds under the UCC?
- The contract must involve the sale of goods for $500 or more.
2.The contract must be in writing.
- The writing must be signed by the party to be charged.
- The writing must contain the essential terms of the deal.
What is the “predominant purpose test”?
This test determines whether a mixed contract for goods and services is governed by the UCC. If the primary purpose of the contract is the sale of goods, the UCC applies.
