(Q2) UCC Article 2, Liability & Passage of Title, Statute of Frauds under UCC pg (19) 20-22

Question 1

History & development of UCC Article 2

Answer 1

Part of The Law Merchant of English Common Law

Question 2

What does UCC article 2 do?

Answer 2

Concerns sale of tangible, movable, personal property

Question 3

What does the UCC NOT apply to?

Answer 3

Does not apply to intangible or real property, or service contracts if predominate feature is the sale of the service.

Question 4

Price

Answer 4

Type of consideration in a sales contract

Question 5

Bill of Sale

Answer 5

document that shows evidence of title or ownership to personal property, usually for buyer’s benefit to show ownership. Similar to a deed transferring real property and is not the contract

Question 6

Contract of Sale or Contract to Sell

Answer 6

the agreement between the parties

Question 7

What is a Contract of Sale?

Answer 7

concerns existing goods

Question 8

Contract to Sell

Answer 8

• concerns future goods, meaning not yet in existence or owned by seller at the time of the transaction.
• title will pass at some point in the future, usually upon delivery to buyer

Question 9

who bears the risk of loss during the transfer of goods to buyer?

Answer 9

• when title passes, so does risk of loss
• In a sale, title generally passes immediately when parties agree on the goods and the price
• Note: parties can agree in the contract who will bear the risk of loss and when. This will control over the UCC.

Question 10

Sale on approval

Answer 10

title does not pass until buyer approves of the goods

Question 11

Sale with a right to return

Answer 11

completed sale, but buyer has a right to return. Title passes to buyer but will revert back to seller if returned. Look at the language of the contract to determine type of sale

Question 12

Consignment

Answer 12

not really a sale. Owner (consignor) gives to consignee to sell on their behalf

Question 13

Bill of Lading

Answer 13

contract between seller (consignor/shipper) and carrier

Question 14

F.O.B. point ( on the Bill of Lading )

Answer 14

usually the point to which the seller will bear risk of lost

Question 15

Statute of Frauds under the UCC purpose

Answer 15

Mandates which contracts must be in writing to be enforceable.

Question 16

What does the Statute of Frauds under the UCC apply to?

Answer 16

*Applies to executory contracts only, whether a sale or a contract to sell
*Applies to a Sale of goods (tangible personal property) for $500 or more
* if there are several items, it must be part of the same sales transaction.

Question 17

Auctions with reserve

Answer 17

sale is complete and valid at the fall of the hammer.
owner has right to refuse the highest bid

Question 18

Auctions without reserve

Answer 18

sale is complete and valid at the fall of the hammer.
owner must accept the highest bid

Question 19

Requirements of the writing

Answer 19

1) Must contain all material terms: parties, type and quantity of merchandise, price, any conditions for delivery and acceptance
2) in existence by time of suit and signed by breaching party

Question 20

Exceptions to the Statute of Frauds under the UCC

Answer 20

1.Receipt and acceptance of goods by buyer
2. A Judicial Admission by defendant
3. Non resalable goods. For ex: specifically manufactured goods for a specific buyer.
4. Payment in full, or partial payment