J Chapter 17 Flashcards
UCC
Uniform Commercial Code….1. Handles sale ( 2) and lease (2A) of goods
2. Often involves a merchant = one who deals with goods of the kind involved or holds self out as having such knowledge/skill in such goods
You need goods for UCC…….not necessarily merchants
Sale
Transfer of legal title
Lease
Transfer of possession and use for a stated time
Lessor
one who leases out
Lessee
one who leases
Tangible
Property can be Tangible ( can be touched/perceived by senses)
Intangible
Intangible ( cannot be touched and perceived…this type not handled b Article 2 of UCC. Ex: stocks, bonds, patents, copyrights, contract rights
Mixed Contracts
involving goods and services
Predominant Factor test
what is this agreement and contract mainly about….what is the primary purpose here?
Get security service and get free alarm….primarily service…alarm useless w/o service !!
Requirements K
UCC K agreement to buy or sell everything that one party will need
Output K
UCC K agreement to buy or sell everything that one party will produce
UCC Merchant’s Firm Offer
An offer for the sale of goods made by a merchant in a signed writing which promises to be held open for a given period of time not to exceed 3 months. It can be for less than 3 months, but if for more, then it will no longer be irrevocable.
GOL Firm Offer
which may involve services, non-merchant etc which does not have the 3 month limit and can go for a reasonable time.
UCCSF
The Uniform Commercial Code Statute of Frauds
Any sale of goods valued at $ 500 or more must be contained in a signed writing to be enforceable, with the following exceptions:
S pecially Manufactured Goods…custom made, substantial steps, harm if not enforced
Waiver…………………………..you lose right to claim SF if do not bring it up in court
Admission…………………….you lose right to claim SF if admit to K in first place
Merchant Memo Rule….2 merchants, confirming note not objected to w/in 10 business days becomes the new K
Partial Performance…………cannot deny what is already done.
The UCC’s goal is to keep business moving
will be strict or loose to get that done
Strict
Firm Offer cannot go over 3 months
Loose
missing terms can be overcome if possible
Course of Performance
Look at words and conduct under current K itself….is there language elsewhere in K that can help us figure what the missing term should be?
Course of Dealing
Past history between the parties that can help us figure out missing terms
Usage of Trade
Industry standards for items involved which can help us figure out missing terms.
Identification
When specific goods are designated as the subject matter of a sales or lease contract.
Ex: Greg wants to buy 10 blue single child strollers. If he is looking at a group of strollers of different kinds, he better clearly specify what kinds and colors and styles of strollers he wants, in writing if possible, to ensure that he gets what he wants. If he does not, he will have to accept the general type he gets which seems to fit his vague desires.
Fungible Goods
goods that are part of a larger mass but are alike by physical nature, agreement, or trade usage. Such goods can be transferred without separation and all parts of them contained in large containers will be considered equal. Ex: oil, wheat, cheap wine etc. Generally, title and risk of loss can pass upon their sale without actual separation.
Good Faith Purchaser
one who buys goods without any reason to doubt seller has title
Entrustment Rule
One goods are left with a merchant who deals in such goods, that merchant has the power to transfer all rights to those goods to a buyer in the ordinary course of business.
Ex: A leaves his book with B, a book repair service, for repair. B sells the book to M, who is unaware of any issues involving the book or any doubt that B can sell the book. M will have good title vs. A, who entrusted the book.
ROL
Risk of Loss which often passes upon delivery to buyer or an authorized shipper or bailee.
Bailee
One given authorized, temporary possession of goods for the purpose of delivery.
Non-conforming goods
Goods defective enough to allow rejection
Cure
The right of a party tendering non-conforming goods to correct his or her performance within the contract period. Cure can be repair, replacement, price discount, or sending conforming goods.
Risk of loss does not pass to the buyer until nonconforming goods are cured or the buyer accepts the goods despite their defect, thus waiving the right to reject.
CISG
Convention on Contracts for the International Sale of Goods….”International UCC”
