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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 is that when the offer and acceptance are different the immaterial differences become part of the deal (unless objected by the party) and the material difference drops off

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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
Q

what is an implied warranty

A

guarantee that a product is fit for its intended purpose and meets the buyer’s expectations

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26
Q

what are the five types of monetary damages

A
  1. compensatory
  2. consequential (cost lost profits)
  3. punitive (rare)
  4. nominal (small)
  5. liquidated (in contract)
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27
Q

what are the types of equity damages

A
  1. injunction
  2. specific performance
  3. reformations
  4. refund/ void
  5. combo of equity and monetary
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28
Q

are pets considered under UCC-2?

A

yes they are moveable and tangible

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29
Q

can oil be considered under UCC-2

A

yes if the seller goes and takes it out themselves

30
Q

a writing, including an email or other electronic record will be sufficient to satisfy the UCC’s statute of frauds if:

A
  • it indicates that the parties intended to form a contract
    -is signed by the party of their agent
31
Q

special rules for merchants in which statute of frauds is satisfied if after a verbal agreement,

A

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
Q

exception to the statute of frauds for __________________

A

specially manufactured goods

33
Q

parol evidence rule

A

look first to the writing (if in writing only look at writing)

34
Q

Order of interpretation

A
  1. express written terms
  2. express verbal terms
  3. course of performance
  4. course of past dealings
  5. custom/ trade usage
35
Q

title, risk of loss, and insurable interest all depend on ______________

A

delivery terms

36
Q

fungible goods

A

goods that are alike by physical nature, by agreement, or by trade usage (grains or wheat)

37
Q

with fungible goods do the owners need to separate the goods to pass title to the buyer?

A

no they can just pass the title for a percentage of the goods

38
Q

when there is delivery without movement of the goods when is the transfer of title and risk?

A

the delivery of documents

39
Q

can the original owner recover goods if they were obtained from them through theft

A

yes they can as theft voids the title

40
Q

can the original owner recover goods if they were obtained from them through fraud

A

no they cannot recover goods

41
Q

when does the buyer has insurable interest

A

as soon as their name is on it (can be FOB destination and shipping point)

42
Q

in FOB shipping point the insurable interest will ___________ when it makes it to its final destination

A

dropoff

43
Q

in FOB destination the buyer has which of the three when the goods are being made

A

none

44
Q

in FOB destination when the goods are completed the buyer has

A

insurable interest

45
Q

in FOB destination the title passes to the buyer when _____________

A

goods are delivered

46
Q

can contract terms govern insurable interest, title, and risk of loss

A

yes

47
Q

what do you do if insurable interest, title, and risk of loss are not in contract

A

turn to the code

48
Q

entrustment rule

A

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
Q

under sale on approval the ___________ and ____________ pass to the buyer unless the goods are returned within a specified time period

A

title; risk of loss

50
Q

what are three warranties of title created under UCC-2

A
  1. good title
  2. no liens (or security interests)
  3. no infringements (patent, copyright, etc.)
51
Q

express warranty:

A

a seller’s verbal or written promise; ancillary to an underlying sales agreement, regarding the quality, description or performance of the goods

52
Q

does the seller have to say the word warranty for it to be a warranty

A

no

53
Q

what is an implied warranty

A

if the item has merchantability or is fit for a particular purpose

54
Q

what is merchantable

A

the good is “reasonably fit” for the ordinary purposes for which such goods are used

55
Q

duties of the seller

A

deliver conforming goods with reasonable notice; if cash demanded must give buyer a reasonable about of time to get the cash

56
Q

tender of delivery

A

requires reasonable time, reasonable notice, and reasonable manner; generally tendered in 1 installment

57
Q

under FOB shipping with delivery via carrier the seller (unless otherwise agreed) must:

A
  • 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
Q

what are the seller’s duties with FOB destination

A
  • tender the goods at a reasonable “hour” or time of day
  • make the goods available for the buyer to take possession
59
Q

if the seller delivers defective goods, the risk of loss is with the __________- when the goods are being shipped back to the seller

A

seller

60
Q

the right to cure

A

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
Q

anticipatory repudiation

A

one of the parties telegraphs a breach, empowering the non-breaching party to immediately seek cover or alternative performance that is reasonable

62
Q

duty to mitigate damages

A

the duty of the non-breaching party is to take reasonable measures to offset the breach and find reasonable alternatives

63
Q

seller is required to deliver “___________” to the buyer and give ______________ notice of delivery

A

perfect tender; reasonableness

64
Q

The buyer must ___________ within a reasonable time and give reasonable notice of any ___________.

A

inspect; notice

65
Q

___________ is due upon delivery of conforming goods, after a reasonable time to inspect

A

payment

66
Q

what does the buyer have the right to do if the goods fail to conform to the contract

A
  • accept all the shipment
  • reject all. the shipment
  • accept part and reject the remaining part
67
Q

the seller can resell and keep proceeds from sales and hold buyer liable for __________________

A

difference between the contract price and the disposal

68
Q

the seller does not have to give reasonable notice of disposal or resell if the goods are …

A

perishable or will rapidly decline in value

69
Q

if goods are custom made then the seller can seek _____________ as a remedy for having to resell or dispose of

A

full contract price as remedy

70
Q
A

BLAW 4203 (3 decks)

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