Gap Fillers UCC Flashcards
Applies when
Can have a contract that is indefinite
Knock-out rule
Gap Fillers UCC
The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if
nothing is said as to price; or
the price is left to be agreed by the parties and they fail to agree; or
the price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.
A price to be fixed by the seller or by the buyer means a price for him to fix in ____________.
good faith
When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through _______________ the other may at his option treat the contract as cancelled or himself fix a reasonable price.
fault of one party
Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must _______ __ ______ already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.
return any goods
A term which measures the quantity by the ______ of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.
output
A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use ____________ to supply the goods and by the buyer to use best efforts to promote their sale.
best efforts
Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot.
U.C.C. § 2-307. Delivery in Single Lot or Several Lots.
Unless otherwise agreed
the place for delivery of goods is the seller’s place of business or if he has none his residence; but
in a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is the place for their delivery; and
U.C.C. § 2-308. Absence of Specified Place for Delivery.
The time for shipment or delivery or any other action under a contract if not provided in this Article or agreed upon shall be a ___________.
reasonable time
Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by __________.
either party
A _______ __ _________ is a sequence of conduct between the parties to a particular transaction that exists if:
the agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and
the other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.
“course of performance”
A _______ __ ______ is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.
“course of dealing”
A _______ __ _______ is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage must be proved as facts. If it is established that such a usage is embodied in a trade code or similar record, the interpretation of the record is a question of law.
“usage of trade”
A _________ _________ or _________ ________ between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties’ agreement, may give particular meaning to specific terms of the agreement, and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.
course of performance or course of dealing
