Part B--Interpretation, Parol Evidence Flashcards
UCC Implied Warranties
1) Warranty of Title + Against Infringement = warrant good title, rightful transfer, + no liens
2) Warranty of Merchantability= goods fit for ordinary purpose
3) Warranty of Fitness for a Particular Purpose = fit for purpose buyer intends to use
Not every contract has–esp. important re: merchants
Warranty of Title and Against Infringement
Implied warranty that good title, rightful transfer, + no liens/sec. interests
Warranty of Merchantability
UCC–IF seller is merchant with respect to goods of that type THEN Implied warranty that goods fit for ordinary purpose for which used (ex. if sell knives–warrant knives won’t break)
ONLY if merchant of that type of goods–N/A if not merchant, one-off, not usual type
Disclaimer of Warranty of Title + Against Infringement
1) specific lang OR if
2) buyer has reason to know otherwise
Disclaimer of Warranty of Merchantability
Oral or written language mentioning “merchantability”
In writing = must be conspicuous
Warrant of Fitness for a Particular Purpose
IF seller has good reason to know
1) Purpose for which goods req. AND
2) Buyer relying on seller’s skill/judgement re: goods
THEN
Implied warranty that goods sold fit for purpose
Disclaimer of Warranty of Fitness for a Particular Purpose
In writing with conspicuous language
Exclusion of all warranties
Can do via
1) Express statement (ex “no warranties apply”) OR
2) Language plainly puts buyer on alert that no implied warranty OR
3) Course of dealing, course of performance, trade usage OR
4) Buyer fully examined goods before entering contract OR refused AND defects would have been apparent if inspected
Express UCC Warranties
Affirmation of fact or promise + part of basis for bargain = express warranty that goods will conform to affirmation/promise
Description of goods + part of basis = e. warranty that goods will conform to description
Sample or model + part of basis = e. warranty that goods will conform to sample/model
EVEN IF don’t explicitly say “warrant”, etc. –still have
Damages for breach of warranty
Difference between value of goods at time accepted vs. value would have been worth if as warranted
Place of Delivery Gap Filler (UCC)
Seller’s Place of Business
Price Gap Filler (UCC)
R. price at time of delivery
Time Gap Filler (UCC)
Reasonable time
Price Gap Filler (CL)
Typically quantum meruit–r. value of services rendered
Contra Proferentem
Ambiguous terms are interpreted against the party who supplied the term
