J Chapter 17

Question 1

UCC

Answer 1

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

Question 2

Sale

Answer 2

Transfer of legal title

Question 3

Lease

Answer 3

Transfer of possession and use for a stated time

Question 4

Lessor

Answer 4

one who leases out

Question 5

Lessee

Answer 5

one who leases

Question 6

Tangible

Answer 6

Property can be Tangible ( can be touched/perceived by senses)

Question 7

Intangible

Answer 7

Intangible ( cannot be touched and perceived…this type not handled b Article 2 of UCC. Ex: stocks, bonds, patents, copyrights, contract rights

Question 8

Mixed Contracts

Answer 8

involving goods and services

Question 9

Predominant Factor test

Answer 9

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 !!

Question 10

Requirements K

Answer 10

UCC K agreement to buy or sell everything that one party will need

Question 11

Output K

Answer 11

UCC K agreement to buy or sell everything that one party will produce

Question 12

UCC Merchant’s Firm Offer

Answer 12

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.

Question 13

GOL Firm Offer

Answer 13

which may involve services, non-merchant etc which does not have the 3 month limit and can go for a reasonable time.

Question 14

UCCSF

Answer 14

The Uniform Commercial Code Statute of Frauds

Question 15

Any sale of goods valued at $ 500 or more must be contained in a signed writing to be enforceable, with the following exceptions:

Answer 15

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.

Question 16

The UCC’s goal is to keep business moving

Answer 16

will be strict or loose to get that done

Question 17

Strict

Answer 17

Firm Offer cannot go over 3 months

Question 18

Loose

Answer 18

missing terms can be overcome if possible

Question 19

Course of Performance

Answer 19

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?

Question 20

Course of Dealing

Answer 20

Past history between the parties that can help us figure out missing terms

Question 21

Usage of Trade

Answer 21

Industry standards for items involved which can help us figure out missing terms.

Question 22

Identification

Answer 22

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.

Question 23

Fungible Goods

Answer 23

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.

Question 24

Good Faith Purchaser

Answer 24

one who buys goods without any reason to doubt seller has title

Question 25

Entrustment Rule

Answer 25

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.

Question 26

ROL

Answer 26

Risk of Loss which often passes upon delivery to buyer or an authorized shipper or bailee.

Question 27

Bailee

Answer 27

One given authorized, temporary possession of goods for the purpose of delivery.

Question 28

Non-conforming goods

Answer 28

Goods defective enough to allow rejection

Question 29

Cure

Answer 29

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.

Question 30

CISG

Answer 30

Convention on Contracts for the International Sale of Goods….”International UCC”