Final Contracts Flashcards Special UCC rules!
Acceptance: UCC
2-206
Any means reasonable
Acceptance: UCC, offer by shipment
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
Acceptance: UCC, shipment; non-conforming goods
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.
UCC, Firm offer
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
UCC, Firm offer: Lack of consideration
Even though there is no option contract, it cannot be revoked for lack of consideration
UCC, Firm offer: irrevocable time period
In no event may such period of irrevocability exceed three months
- only deals with the offer which isn’t supported by consideration
UCC, Merchant:
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
UCC, output or input requirements
2-306
Output or Input requirements in a term mean such requirements as made in good faith
UCC, output and input requirements quantity
2-306
no quantity unreasonably disproportionate to what is stated or normal prior output may be demanded.
UCC 2-207, differing terms; question 1 and 2
Section 1
Is there a contract?
When is there a contract?
UCC 2-207, differing terms; question 3
Section 2
If there is a contract, what are its terms
UCC 2-207, differing terms; question 3
With prior comms not creating a contract, but goods shipped and accepted
- is there a contract and what are its’ terms?
UCC, differing terms; Expression of acceptance with additional or different terms
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
UCC, differing/additional terms; with merchants
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.
UCC, differing/additional terms; without merchants
UCC 2-207(2)
Additional terms are proposals for addition to the contract
UCC, differing/additional terms; conduct of the parties
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.
UCC, Indefiniteness
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
UCC, Indefiniteness; Case Illustration
Armco
UCC, Open Price Terms, price not settled
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
UCC “ A price to be fixed…”
2-305
Is a price fixed in good faith
UCC, “ A price fixed by…”; fault
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.
UCC, Parties have no intent to be bound unless agreed or fixed
2-305
Then, if not fixed or agreed, there is no contract
UCC, Statute of frauds; Sale of goods in writing
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.
UCC, Statute of frauds; omission or mistake
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
