R6-pt2Sales Law Flashcards
What sales are covered under the Uniform Commercial Code (UCC)?
Only sales of goods are covered under the UCC.
What elements are needed for a sale covered under the Uniform Commercial Code (UCC)?
Offer - You offer to sell something at a price
Acceptance - the other party accepts
Consideration - Something of value has been exchanged for the goods
Note: The UCC only covers sales of goods.
What are the elements of a Firm Offer?
- Only merchants can make firm offers
- Must be in writing and signed
- 3 months max
- Assurances it will be kept open for certain amount of time
Under what situations are sales of goods covered by the Statute of Frauds?
- If value of goods sold is > $500
- Sales contract must be in writing
In Carrier Cases, when does Title and Risk of Loss transfer on a sale of goods?
‘Free On Board’: FOB
- FOB shipping point: Title transfers at point of shipment (i.e. when loaded on truck)
- FOB destination: Title and risk transfers once item is delivered
What is a Warranty of Title?
The seller has the right to sell the good and no one else can stake claim to that good
What is Warranty of Merchantability?
- This good will do its intended purpose
- Only made by Merchants
- Can be disclaimed by ‘As is’ Sale or stating no Merchantability
What is Warranty of Fitness?
- Made by Any Seller, Buyer is relying on Seller to pick goods
- Made when Seller selects goods Suitable for Buyer
- Can be disclaimed by ‘As is’ Sale
What is Strict Liability with respect to buyer protection?
- Manufacturers of goods cannot disclaim that their products will be safe
- Can be liable if negligent
What are Non-conforming goods with respect to buyer protection?
- Buyer can reject some or all of the shipment if the seller didn’t perform as agreed and ship what was expected
- Must give notice
- Must give seller a chance to remedy the situation
What is the Statute of Limitations with respect to buyer protection?
- Buyer must sue to recover damages within 4 years.
- From the time the contract was Breached
Under UCC, Offers can be changed in what way & still be accepted
- If its a Material Change, then its a Counteroffer
- If Minor Changes, then a Valid Acceptance
- Mirror Rule does Not apply
What are the exceptions for Sale of Goods under the Statute of Frauds? (Not have to be Written)
- Specially manufactured Goods: Oral contracts binding
- A Written Confirmation of a contract, if doesn’t object Within 10 Days
- Admitted in Court
- Contracts have been Performed
“SWAP”
Is there a Defense when there is Failure of Agreed-upon Method of Transportation?
- No Defense
What are the Steps for Risk of Loss transfer to the Buyer?
- Goods must be Identified: ‘Marked, segregated’
- Parties Agrees: Contract Terms &
- Non-carrier: buyer picks up.
- Carrier: Ship goods
For Non-carrier Cases, When does Risk of Loss pass when its a Merchant & Non-merchant?
- Merchant: Risk passes on Tender of Delivery
- Non-merchant: Risk passes on actual Delivery
What is an Express Warranty?
- Goods will conform to the statement of Fact, to the description, or sample or model
- Must be part of the Basis of the Bargain
- Very Difficult to disclaim
What is an Implied Warranty of Title?
- In Every Sales contract
- Good Title, No Understated Encumbrances & No Infringements
- May be Disclaimed Specifically or by Circumstance
Warranty Protection is extended to?
- Anyone injured can sue
- Breach of warranty or Tort
- Not Limited to Privity
To Sue Negligent Sellers, Must Prove:
- Duty of care
- Breached duty by Failing to Use Due Care
- Damages
- Causation
To Sue for Tort for Strict Products Liability, must Prove:
- Product was Defective
- Caused injury
- Unreasonable Dangerous
- Business of selling type of product
- Without Substantial Change in condition
- Privity Not Req,
What are the Seller’s Remedies when a Buyer Breaches?
- Seller’s Right to Cancel & Sue for Damages
- Seller’s Right to Withhold Delivery & Stop Goods in Transit
- Reclaim Delivered Goods for Buyer’s Insolvency
What are the Exceptions that allow the Transfer of Title to stolen goods?
- Entrusting: Merchant sold during ordinary course of business
- Voidable Title: Accepting a bad check
The Fair Use Doctrine allows use of Copyrighted work Without the Owner’s Permission for the Purposes of?
- Criticism & Comments
- News Reporting
- Teaching
What are the Remedies for Copyrights & Patents?
- Copyrights: Civil & Criminal
- Patents: Only Civil
What are the Limits for Liquidated Damages?
- Can Collect up to a ‘Reasonable Amount’
-
What are Liquidated Damages?
- Restricts recovery to a ‘Reasonable’ amount
- The seller may retain a deposit of up to $500 when a buyer defrauds
–Even if there is no liquated provision in the contract
What is Anticipatory Repudiation?
- Occurs when either the buyer or seller indicates in advance of performance that they will NOT Perform
