General Information

Question 1

Sources of K Law

Answer 1

Include:

• the UCC
• CL

Question 2

How to Decide Which Law Applies?

Answer 2

Look at the SM.

• the UCC covers the sale of goods (regardless of price)
• the CL covers all other Ks

Question 3

UCC: What is a “Sale”?

Answer 3

Any transactions in which the seller transfers title of goods to the buyer.

Question 4

UCC: What is a “Good”?

Answer 4

Broadly defined to mean any “movable item” (any tangible item). Does not include intangibles, $, legal claims, services, or real property.

Question 5

Hybrid Ks (Those that Involve Goods & Services): Majority Rule

Answer 5

One should look at the predominant purpose of the transaction using the following factors:

• the language of the K
• the nature of the supplier’s business; and
• the relative values of the good versus the service

Question 6

Hybrid Ks: Minority Rule

Answer 6

Court will partition the K, applying the UCC to the sale of goods portion and then applying CL to the services portion.

Question 7

Services K with Incidental Goods

Answer 7

Are governed by CL.

Question 8

Sale of Goods with Incidental Services

Answer 8

Are governed by the UCC.

Question 9

Examples of Ks that Fall Under CL

Answer 9

• Service Ks
• Ks involving real property
• Assignments of legal claims

Question 10

Types of K Obligations

Answer 10

Include:

• Express K obligations
• Implied-in-fact K obligations
• Implied-in-law K obligations

Question 11

Express K Obligations

Answer 11

Where the parties make oral or written “expressions” of their commitments.

Question 12

Implied-in-fact K Obligations

Answer 12

Consensual agreements that fail to express the agreement of the parties in its entirety.

Question 13

Implied-in-law K Obligation (Quasi-K Obligation)

Answer 13

Arises where there is an equitable imposition of a would-be K.

Question 14

Quantum Meruit

Answer 14

A means of enforcing both implied-in-fact and implied-in-law K obligations.