Page 21 Flashcards
What does it mean to “receive” goods?
Take physical possession of them
What does it mean to accept goods?
Buyer indicates intention to keep them
If items have been received and accepted, under the UCC, is a record needed to be enforceable?
No, because that creates an unambiguous admission by both parties that a contract actually exists
Under the UCC, if part payment has happened, what does that give rise to?
Partial enforcement. A contract is enforceable only for goods that payment was made/accepted for
If there has been part payment under the UCC, and just apportionment cannot be made, what should happen?
The entire contract will be enforceable
If someone admits in court that a contract was made, what extent will that contract be enforceable for?
Not beyond the quantity of goods admitted
What are the two views on rescinding or modifying contracts orally?
- Majority: a contract that satisfies SOF can be orally rescinded
- Minority: it cannot be modified by oral agreement
What are the two views on the effect of noncompliance with SOF?
- Majority: contract unenforceable/voidable
- Minority: contract is void
What are the major remedies available for SOF?
- quasi-contract
- equitable remedies
- restoration of status quo
- promissory estoppel
- constructive trust
What is the remedy under SOF for quasi-contract?
Recovery of the reasonable value of the benefit conferred, or other expenses incurred in reliance
What are the equitable remedies available under the SOF?
Specific Restitution, like cancellation of a conveyance, if plaintiff can show by clear and convincing evidence that there was an oral promise beyond a reasonable doubt
Is promissory estoppel recognized in goods cases under the UCC?
No, they have their own ways to satisfy SOF
What is a modification to a contract?
A new agreement between the parties that takes into account the old one, but ads or subtracts duties or rights, and must have consideration
What are the two views on modifications to contracts?
- CL: need mutual assent and consideration
- UCC: need mutual assent, but no consideration if modifications made in good faith (need a definite/seasonable acceptance, and can’t be expressly conditioned on agreement for new/different terms)
If a modification to a contract is assented to under protest, what happens?
It is set aside for duress (CL and UCC)
