Final Contracts Flashcards Special UCC rules!

Question 1

Acceptance: UCC

Answer 1

2-206
Any means reasonable

Question 2

Acceptance: UCC, offer by shipment

Answer 2

2-206
An offer to buy goods by shipment shall be construed as inviting acceptance by a prompt promise to ship or an actual shipment of goods

Question 3

Acceptance: UCC, shipment; non-conforming goods

Answer 3

2-206
A shipment of non-conforming goods is not an acceptance only if the seller seasonably notified the buyer that the shipment is offered only as an accommodation to the buyer.

Question 4

UCC, Firm offer

Answer 4

By a merchantA signed, written, offer to buy or sell goods which gives assurance that it will be held open a max of 3 months

Question 5

UCC, Firm offer: Lack of consideration

Answer 5

Even though there is no option contract, it cannot be revoked for lack of consideration

Question 6

UCC, Firm offer: irrevocable time period

Answer 6

In no event may such period of irrevocability exceed three months
- only deals with the offer which isn’t supported by consideration

Question 7

UCC, Merchant:

Answer 7

A merchant
-deals in a kind of good
or;
- holds himself out as having knowledge or skill peculiar to the practice or goods involved in the transaction, expressed or through employment

Question 8

UCC, output or input requirements

Answer 8

2-306
Output or Input requirements in a term mean such requirements as made in good faith

Question 9

UCC, output and input requirements quantity

Answer 9

2-306
no quantity unreasonably disproportionate to what is stated or normal prior output may be demanded.

Question 10

UCC 2-207, differing terms; question 1 and 2

Answer 10

Section 1

Is there a contract?

When is there a contract?

Question 11

UCC 2-207, differing terms; question 3

Answer 11

Section 2

If there is a contract, what are its terms

Question 12

UCC 2-207, differing terms; question 3

Answer 12

With prior comms not creating a contract, but goods shipped and accepted

• is there a contract and what are its’ terms?

Question 13

UCC, differing terms; Expression of acceptance with additional or different terms

Answer 13

UCC 2-207(1)
If the expression of acceptance is
1. definite
2. seasonable
or;
if it is
1. a written confirmation
2. sent in a reasonable time

It is acceptance even with different or additional terms (the addtional terms are proposals)
unless;
acceptance is expressly made conditional on assent to the additional or different terms

Question 14

UCC, differing/additional terms; with merchants

Answer 14

UCC 2-207(2)
Additional terms are included in the contract

unless;
- The offer expressly limits acceptance to the terms of the offer
- They materially alter the offer
- notification of objection to the terms has already been given or a reasonable time after notification is received.

Question 15

UCC, differing/additional terms; without merchants

Answer 15

UCC 2-207(2)
Additional terms are proposals for addition to the contract

Question 16

UCC, differing/additional terms; conduct of the parties

Answer 16

UCC 2-207(3)

When conduct by both of the parties recognizes the existence of a contract, a contract shall be found consisting of the terms where the parties agree.

Question 17

UCC, Indefiniteness

Answer 17

2-204
Contracts for sale do not fail for indefiniteness if
- the parties have intended to make a contract
and;
- there is a reasonably certain basis for giving an appropriate remedy

Question 18

UCC, Indefiniteness; Case Illustration

Answer 18

Armco

Question 19

UCC, Open Price Terms, price not settled

Answer 19

2-305
Parties can conclude a contract for sale even though the price is not settled.

Price will be settled at a reasonable price at the time of delivery

Question 20

UCC “ A price to be fixed…”

Answer 20

2-305
Is a price fixed in good faith

Question 21

UCC, “ A price fixed by…”; fault

Answer 21

2-305
When a price fails to be fixed through the fault of one party, the other may treat the contract as failed or fix their own reasonable price.

Question 22

UCC, Parties have no intent to be bound unless agreed or fixed

Answer 22

2-305
Then, if not fixed or agreed, there is no contract

Question 23

UCC, Statute of frauds; Sale of goods in writing

Answer 23

2-201
Contracts for goods of $500 or greater aren’t enforceable without writing sufficent to show a contract for sale has been made between the parties.

Question 24

UCC, Statute of frauds; omission or mistake

Answer 24

2-201
- A writing is not insufficient because it omits or incorrectly states a term agreed upon
- it shall only be enforcable up to the quantity of goods shown in the writing

Question 25

UCC, Statute of frauds; Between merchants

Answer 25

2-201
If a written confirmation is received in reasonable time
and;
the receiver has reason to know it satifies (1),
it satisfies the requirements for sufficient writing
unless;
written notice of objection is given within 10 days

Question 26

UCC, Statute of frauds; insufficient writing and specially manufactured

Answer 26

2-201
If the good is specially manufactured for the buyer and is not suitable for sale to others in the ordinary course of the seller’s business, and has made a substantial beginning, it is still enforceable.

Question 27

UCC, Stature of frauds; Insufficient writing and admissions

Answer 27

2-201
If the party against whom enforcement is being sought admits in court that a contract was made, it is enforceable up to the quantity of goods admitted

Question 28

UCC, Statute of frauds; Insufficient writing and payments made

Answer 28

2-201
Where payments have been made or accepted or payments have been received and accepted.

Question 29

3 approaches to different terms

Answer 29

2-207
1. different terms just = additonal
2. 2-207 does not apply
3. Knockout rule

Question 30

Statute of frauds questions UCC

Answer 30

OMISAP!

Ommision and mistake
Merchant rules
Insufficient writing + Special manufacturing; Admissions; Payments made