(Q2) UCC Article 2, Liability & Passage of Title, Statute of Frauds under UCC pg (19) 20-22 Flashcards
History & development of UCC Article 2
Part of The Law Merchant of English Common Law
What does UCC article 2 do?
Concerns sale of tangible, movable, personal property
What does the UCC NOT apply to?
Does not apply to intangible or real property, or service contracts if predominate feature is the sale of the service.
Price
Type of consideration in a sales contract
Bill of Sale
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
Contract of Sale or Contract to Sell
the agreement between the parties
What is a Contract of Sale?
concerns existing goods
Contract to Sell
- 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
who bears the risk of loss during the transfer of goods to buyer?
- 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.
Sale on approval
title does not pass until buyer approves of the goods
Sale with a right to return
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
Consignment
not really a sale. Owner (consignor) gives to consignee to sell on their behalf
Bill of Lading
contract between seller (consignor/shipper) and carrier
F.O.B. point ( on the Bill of Lading )
usually the point to which the seller will bear risk of lost
Statute of Frauds under the UCC purpose
Mandates which contracts must be in writing to be enforceable.
What does the Statute of Frauds under the UCC apply to?
*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.
Auctions with reserve
sale is complete and valid at the fall of the hammer.
owner has right to refuse the highest bid
Auctions without reserve
sale is complete and valid at the fall of the hammer.
owner must accept the highest bid
Requirements of the writing
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
Exceptions to the Statute of Frauds under the UCC
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
