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BLAW 4203 > Exam 1 UCC-2 > Flashcards

Exam 1 UCC-2 Flashcards

1
Q

Under UCC-2 items must be _________ and _____________

A

moveable and tangible

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2
Q

Under UCC-2 for a deal to be struck all that has to be agreed on is the __________________

A

quantity

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3
Q

Are crops that are in the ground considered moveable and tangible under UCC-2?

A

Yes

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4
Q

5 characteristics of UCC-2

A
  1. abandons the mirror image rule
  2. only quantity term is required (other terms use code defaults pr “reasonableness” to fill in missing information
  3. modifications only require consent
  4. written signed offers by a merchant are irrevocable
  5. the statue of frauds applies if > or =$500(0) (note modifications that increase the value to or > $500(0) must also be written)
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5
Q
  1. characteristics of traditional law that differ from UCC-2
A
  1. retains the mirror image rule
  2. need virtually all terms to form a contract
  3. modifications require consent AND consideration to be binding
  4. firm offers requires consideration, resulting in creating an option
  5. SOF depends on nature of contract
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6
Q

what is consideration in this context?

A
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7
Q

what is the mirror image rule?

A

the mirror image rule in contract law states that for an offer to be accepted, the acceptance must exactly match the terms of the original offer, with no modifications or changes; essentially, the acceptance must be a perfect “mirror image” of the offer

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8
Q

predominant factor test?

A

If the contract is primarily regarding UCC-2 items (ex: 70% UCC-2 and 30% services) then the ENTIRE contract will be treated as UCC-2

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9
Q

what is a merchant?

A

a party that has knowledge/ experience and is not a casual buyer/ seller

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10
Q

can you have a counter offer under UCC-2?

A

yes but need to explicitly say “do we have a counter-offer”

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11
Q

would a mobile home be considered under UCC-2?

A

if it is in transit then yes but if it is stationary and hooked into the group then probably not

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12
Q

would dog walking be considered under UCC-2?

A

no because it is a service

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13
Q

quantity must be ___________ to be under UCC-2

A

determinable

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14
Q

if the seller sells mineral rights to the buyer would this be under UCC-2?

A

no this would be considered selling real estate

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15
Q

are gasses under UCC-2?

A

yes they are all under UCC

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16
Q

default for shipping is

A

FOB shipping point

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17
Q

what are the three criteria to be considered a merchant?

A
  1. regularly deals in goods
  2. communicate they are a merchant
  3. hire agent who is a merchant
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18
Q

who would be responsible if a truck transferring goods caught on fire coming from the factory with FOB shipping point

A

buyer responsible

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19
Q

who would be responsible if a truck transferring goods caught on fire coming from the factory with FOB destination

A

seller responsible

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20
Q

what is sale on approval

A

we don’t have a sale until we agree to it (buyer accepts/ approves goods)

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21
Q

in sale on approval who does risk of loss fall on

A

lies on seller until acceptance of goods

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22
Q

in sale or return who does risk of loss fall on

A

remains on buyer

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23
Q

written and verbal statement are ____________

A

express

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24
Q

warranties can be _________ or ___________

A

expressed or implied

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25
what is an implied warranty
guarantee that a product is fit for its intended purpose and meets the buyer's expectations
26
what are the five types of monetary damages
1. compensatory 2. consequential (cost lost profits) 3. punitive (rare) 4. nominal (small) 5. liquidated (in contract)
27
what are the types of equity damages
1. injunction 2. specific performance 3. reformations 4. refund/ void 5. combo of equity and monetary
28
are pets considered under UCC-2?
yes they are moveable and tangible
29
can oil be considered under UCC-2
yes if the seller goes and takes it out themselves
30
a writing, including an email or other electronic record will be sufficient to satisfy the UCC's statute of frauds if:
- it indicates that the parties intended to form a contract -is signed by the party of their agent
31
special rules for merchants in which statute of frauds is satisfied if after a verbal agreement,
one of the merchants sends a signed, written memorandum containing essential terms to the other merchant within a reasonable time and there are no objections to the stated terms
32
exception to the statute of frauds for __________________
specially manufactured goods
33
parol evidence rule
look first to the writing (if in writing only look at writing)
34
Order of interpretation
1. express written terms 2. express verbal terms 3. course of performance 4. course of past dealings 5. custom/ trade usage
35
title, risk of loss, and insurable interest all depend on ______________
delivery terms
36
fungible goods
goods that are alike by physical nature, by agreement, or by trade usage (grains or wheat)
37
with fungible goods do the owners need to separate the goods to pass title to the buyer?
no they can just pass the title for a percentage of the goods
38
when there is delivery without movement of the goods when is the transfer of title and risk?
the delivery of documents
39
can the original owner recover goods if they were obtained from them through theft
yes they can as theft voids the title
40
can the original owner recover goods if they were obtained from them through fraud
no they cannot recover goods
41
when does the buyer has insurable interest
as soon as their name is on it (can be FOB destination and shipping point)
42
in FOB shipping point the insurable interest will ___________ when it makes it to its final destination
dropoff
43
in FOB destination the buyer has which of the three when the goods are being made
none
44
in FOB destination when the goods are completed the buyer has
insurable interest
45
in FOB destination the title passes to the buyer when _____________
goods are delivered
46
can contract terms govern insurable interest, title, and risk of loss
yes
47
what do you do if insurable interest, title, and risk of loss are not in contract
turn to the code
48
entrustment rule
entrusting goods to a merchant who deals in goods of that kind gives the merchant the power to transfer all rights to a buyer in ordinary course of business
49
under sale on approval the ___________ and ____________ pass to the buyer unless the goods are returned within a specified time period
title; risk of loss
50
what are three warranties of title created under UCC-2
1. good title 2. no liens (or security interests) 3. no infringements (patent, copyright, etc.)
51
express warranty:
a seller's verbal or written promise; ancillary to an underlying sales agreement, regarding the quality, description or performance of the goods
52
does the seller have to say the word warranty for it to be a warranty
no
53
what is an implied warranty
if the item has merchantability or is fit for a particular purpose
54
what is merchantable
the good is "reasonably fit" for the ordinary purposes for which such goods are used
55
duties of the seller
deliver conforming goods with reasonable notice; if cash demanded must give buyer a reasonable about of time to get the cash
56
tender of delivery
requires reasonable time, reasonable notice, and reasonable manner; generally tendered in 1 installment
57
under FOB shipping with delivery via carrier the seller (unless otherwise agreed) must:
- out conforming goods into hands of an independent carrier - make a contract for transportation that is reasonable according to nature of the goods and their value
58
what are the seller's duties with FOB destination
- tender the goods at a reasonable "hour" or time of day - make the goods available for the buyer to take possession
59
if the seller delivers defective goods, the risk of loss is with the __________- when the goods are being shipped back to the seller
seller
60
the right to cure
if rejection is before the prescribed delivery day, the seller normally has the right to repair, adjust or replace the defective or nonconforming goods on or before that date
61
anticipatory repudiation
one of the parties telegraphs a breach, empowering the non-breaching party to immediately seek cover or alternative performance that is reasonable
62
duty to mitigate damages
the duty of the non-breaching party is to take reasonable measures to offset the breach and find reasonable alternatives
63
seller is required to deliver "___________" to the buyer and give ______________ notice of delivery
perfect tender; reasonableness
64
The buyer must ___________ within a reasonable time and give reasonable notice of any ___________.
inspect; notice
65
___________ is due upon delivery of conforming goods, after a reasonable time to inspect
payment
66
what does the buyer have the right to do if the goods fail to conform to the contract
- accept all the shipment - reject all. the shipment - accept part and reject the remaining part
67
the seller can resell and keep proceeds from sales and hold buyer liable for __________________
difference between the contract price and the disposal
68
the seller does not have to give reasonable notice of disposal or resell if the goods are ...
perishable or will rapidly decline in value
69
if goods are custom made then the seller can seek _____________ as a remedy for having to resell or dispose of
full contract price as remedy
70

BLAW 4203 (2 decks)

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