Preliminary Issues Flashcards
What does the UCC govern?
Sale of Goods
What are examples of types of goods the UCC covers the sale/exchange of?
Any Movable Item, Including:
- Growing crops (while growing & after harvest)
- Uncut timber
- Unborn animals
- Computer softwear and other elec. info.
What factors are weighed in determining the predominant purp. of the K ?
- Lang. of the K
- Nature of the supplier’s business
- Relative values of the goods v. services
What law applies if a contract is for both the sale of goods and for services?
Mixed Contract - Applicable law is determined by the Predominant purpose test
- What is the predominate purpose of the transaction?
- Is it more about the goods sold or the services provided?
What is an express Contract?
Formed expressly by language
- Written or oral
- If oral make sure it doesn’t fall w/in SOF
What is an implied in fact K?
K formed by conduct not words
When does an implied in law contractual obligation arise?
When K theory fails to produce a just result
- Quasi K is avail as equitable doctrine to prevent unjust enrichment of one party
- Quasi K
- One party confers a benefit on another w/ reas. expectation they will get paid for the benefit OR
- One pers. reas. relies on gratuitous prom. made by another (prom. est.)
- Quasi K
Unilateral K
Offer expressly demands acceptance by performance
- Notice of acceptance req. if offeree has reas. to know offeror wouldn’t learn of perf. w/ reas. cert. & promptness
- Reward, Prize, contest - Unilateral b/c they can only be accepted by completeing perf.
Bilateral Contract
Both side make promises to perform
How is a UCC Contract formed?
K for the sale of goods can be made:
- In any manner sufficient to show agreement
- Including conduct by both parties which recognizes the existence of a K
