Possible short essay questions

Question 1

Name 5 ways merchants are treated differently from non-merchants

Answer 1

1. additional terms (Considered part of contract unless materially alters contract, banned by contract or…)
2. risk of loss (passes on deliver, non-merchant is on tender of delivery)
3. Rejection of goods (must follow any written reasonable instructions.)
4. Adequate Assurances (Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.)
5. Implied warranty of merchantability only applies to merchants.
6. Statute of frauds exception of merchant confirmation letter.

Question 2

Can a Non-merchant who rejects the goods, keep the goods?

Does he owe any further duty?

Answer 2

No. Must return to the seller. See 2-602.

Protect the goods using reasonable care.

Question 3

When goods are “stolen” by a “thief”, and then the goods are sold to someone who is not aware that they are stolen, who then re-­‐sells the goods to a good faith purchaser for
value (GFP), the GFP will receive:

Answer 3

(A) Clear title always.
(B)Voidable title sometimes.
(C) Voidable title always.
(D) No title.

Question 4

A seller in Chicago contracts to ship goods to a buyer in Denver, which of the following contract terms means the risk of loss remains with the seller until the goods which Denver?

Answer 4

(A)”FOB Chicago.”
(B) “FOB Denver.”
(C) Both (A) and(B).
(D)Neither

Question 5

Does a definite and seasonable expression of acceptance or written confirmation with additional or different terms result in the formation of a contract under the Uniform Commercial Code? Explain why or why not.

Answer 5

Yes, unless the acceptance was made conditional upon assent of the additional or different terms. Then there is no contract unless the parties actions create a contract.

Question 6

Are additional terms in a definite and seasonable expression of acceptance or written confirmation part of the contract under the Uniform Commercial Code? Explain why or why not.

Answer 6

Non-Merchants: No. Considered proposals.

Merchants: Yes. Unless:

1. The
2. Materially alters the contract
3. Timely objection

Question 7

Can conduct of the parties establish a contract for sale if the writings of the parties do not establish a contract? If yes, what are the terms of the contract?

Answer 7

Yes. The terms the parties did agree on. The other terms are knocked out and UCC gap fillers are used where necessary.

Question 8

What is the definition of a “Good” under the Uniform Commercial Code?

Answer 8

Anything which is movable at the time of identification of the contract of sale.

Question 9

What is the definition of a “Sale” under the Uniform Commercial Code?

Answer 9

Transfer of title from seller to buyer for a price

Question 10

What is the “Predominate Purpose Test” under the Uniform Commercial Code?

Answer 10

If the predominate purpose of the transaction is for goods the UCC applies. For services UCC does not apply.

Question 11

What is the “Gravamen Test “under the Uniform Commercial Code?

Answer 11

If the gravamen, or the crucial part of the complaint is for goods the UCC applies. If for services UCC does not apply.

Question 12

What is the definition of a “Merchant” under the Uniform Commercial Code?

Answer 12

“Merchant” means

1. a person who deals in goods of the kind or 2. otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or
2. employs an individual who holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction.

Question 13

What is the Uniform Commercial Code’s Warranty of Title?

Answer 13

the title conveyed shall be good, and its transfer rightful; and

(b) the goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge.

Question 14

Can the Uniform Commercial Code’s Warranty of Title be excluded or modified? If yes, how?

Answer 14

With specific language or circumstances

Question 15

What is the definition of “Surprise” under the Uniform Commercial Code?

Answer 15

The party did not anticipate the new term and it is objectively reasonable for someone in the parties position to not have anticipated the new term.

Question 16

What is the definition of “Hardship” under the Uniform Commercial Code?

Answer 16

Open-ended prolonged liability.

Question 17

Arnold shopped for the a new hot tub at Terminator Spas, of Terlingua, Texas, explaining to the salesman that a “childproof” cover was essential to prevent injury to his children and a “leakproof” feature was essential as his deck was constructed of rare and costly materials acquired while shooting a film on location in Mexico. Arnold purchased the Terminator II model recommended by the salesman, who also pointed out an express warranty that the spa, its childproof cover, and leakproof surface willremain “free from defects in material and workmanship for five years.” The warranty also states “Terminator’s obligation under this warranty is limited to repairing or replacing defective parts or materials free of charge.” The motor broke down nine times the first month and Terminator never successfully repaired it, despite numerous attempts. A portion of the deck has also been destroyed due to the spa’s persistent leaks. The last straw came yesterday when Arnold’s young son fell through the “childproof” cover and broke his leg. What U.C.C. remedies, if any, will Arnold have against Terminator? Explain fully.

Answer 17

?

Question 18

What are the general obligations of the parties in performance of the contract under the Uniform Commercial Code?

Answer 18

Buyer’s primary obligation is to pay for the goods. Seller’s primary obligation is to tender delivery.

Question 19

What constitutes acceptance of Goods under the Uniform Commercial Code?

Answer 19

Any reasonable manner of acceptance is intended to be regarded as available unless the offeror has made quite clear that it will not be acceptable.

Prompt or current shipment is considered an acceptance. Shipment of nonconforming goods is both an acceptance and a breach, unless buyer is notified that it is being offered as an accommodation.

Question 20

What are a Buyer’s rights on improper delivery under the Uniform Commercial Code?

Answer 20

(a) reject the whole; or
(b) accept the whole; or
(c) accept any commercial unit or units and reject the rest

Question 21

When can a Buyer revoke its acceptance under the Uniform Commercial Code?

Answer 21

Buyer can only revoke is acceptance if there has been a substantial impairment.
TWO INSTANCES **
1. Whatever is wrong must have been difficult to find.
2. Where the seller has promised to fix something and never fixes it.

Question 22

Sued by a trusting seller after refusing delivery, Renege Retail’s president calmly testifies that he had agreed to buy the goods, but the parties never put anything in writing. Without a signed contract, memorandum, confirmation or any other writing, is Renege Retail off the hook?

Answer 22

Under §2-201(3)(b), a contract may be enforced without a signed writing if the other party admits in litigation that there was a contract. It should only be necessary to put Retail’s president under oath at a deposition or trial. Article 2 does not allow a party to simply rely on the Statute of Frauds as a pure technicality if the party admits there was a contract.

Question 23

Does the final document always have the final say as to the terms the parties had agreed upon?

Answer 23

This section definitely rejects the assumption that because a writing has been worked out which is final on some matters, it is to be taken as including all the matters agreed upon.

This however, is not an official determination that the contract language is ambiguous

Question 24

In what instance would the court not allow parole evidence to supplement the writing?

Answer 24

the writing was intended by both parties as a complete and exclusive statement of all the terms

If the additional terms are such that, if agreed upon, they would certainly have been included in the document in the view of the court, then evidence of their alleged making must be kept from the trier of fact.