Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

Article 2 Transactions > Rules > Flashcards

Rules Flashcards

1
Q

What is the requirement for contracts involving more than $500 according to the Statute of Frauds §2-201?

A

They must be in writing unless P has a “sufficient writing” signed by the other party.
- Such writing does not have to correctly state all terms but is only enforceable for the quantity shown.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

What are the three exceptions to the Statute of Frauds §2-201?

A
  1. “Specially Manufactured Goods” that (i) are not suitable for sale in the ordinary course of seller’s business, (ii) for which notice of repudiation has not been received, and (iii) the seller has substantially begun manufacture, have also met the requirement.
  2. Opposing Party Testimony
  3. Payment made and accepted
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

How does the UCC address contract formation under §2-204?

A

(1) A sales contract can be made in any way that shows both parties recognize the contract.
(2) Formation time may be unclear.
(3) Open terms do not affect formation unless there is no certain basis for remedy.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

How does the UCC treat firm offers for the sale of goods under §2-205?

A

If a merchant (1) makes an offer to buy/sell goods (2) in a signed writing (3) it is irrevocable, without consideration, for either (a) the time stated or (b) a reasonable time (<3 months).

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

What does the UCC state about the rights and obligations of the seller and the buyer in a sales contract §2-301?

A

Seller is obligated to transfer and deliver the goods to the buyer who is obligated to accept and pay according to the terms of the contract.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

What three types of terms can supplement complete and final agreements under UCC §2-202?

A
  1. Course of dealings
  2. Usage of trade
  3. Course of performance
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Under UCC §2-305, when can the price be determined to be reasonable at the time of delivery?

A

When:
1. No price is mentioned, OR
2. Parties fail to agree, OR
3. Market/Standard price is not set or recorded.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

What are the conditions under which a merchant buyer has the right to inspect goods before payment or acceptance?

A

At a reasonable time and place, in a reasonable manner.

If costs arise from inspection of non-conforming goods, they may be recoverable from the seller.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

When does acceptance of goods occur under UCC §2-606?

A
  1. After (1) a reasonable opportunity to inspect, (2) with notice to seller that goods are conforming/acceptance despite nonconformity
  2. When buyer fails to reject
  3. When buyer acts inconsistently with seller’s ownership, unless wrongful.
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

What does UCC §2-609 state concerning the right to adequate assurance of performance?

A

A party may, (1) request reasonable, adequate assurances of performance (2) in writing and (3) suspend performance (4) until such assurances are received.

Between merchants: determined according to commercial standards.

Acceptance of improper delivery does not bar request.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

Under UCC §2-614, what does the concept of substituted performance entail?

A
  1. The seller must notify the buyer and provide a reasonable substitute for performance.
  2. The substitute must be of equal or greater value than the original performance.
  3. The buyer may seek specific performance or replevy the goods if substituted performance is not provided.
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

Under §2-711 what are the buyer’s remedies in the event of the seller’s breach?

A

Buyer may cancel and “cover” or recover non-delivery damages.

Where seller fails to deliver/repudiates, buyer may also:
1. recover for identified goods, or
2. obtain specific performance, or
3. replevy the goods

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

What are a buyer’s rights once they’ve “covered”?

A

The buyer can recover from the seller any difference in price, less expenses saved.

Failure to cover does not bar other remedies.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

What is the implication of a buyer’s failure to notify the seller of breach, as per UCC §2-708?

A
  1. Failure to notify the seller of breach will bar the buyer from seeking remedy.
  2. Failure to notify the seller of a claim for infringement within a reasonable time after receiving notice will similarly bar the buyer from remedy.
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

What are incidental damages under UCC §2-710?

A

Any commercially reasonable (1) charges, (2) commissions, or (3) expenses incurred in stopping delivery, transportation, care, and custody related to the buyer’s breach.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

What is the general remedy available to the seller when the buyer declares they no longer want the goods under UCC §2-703?

A

The seller can withhold delivery.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

What are the conditions for the seller’s right to stop delivery under UCC §2-705?

A

The seller may stop delivery if the buyer (1) is discovered to be insolvent, (2) repudiates the agreement, or (3) fails to make payment due prior to delivery.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

What are the seller’s rights in the event of buyer’s rejection or revocation, as per UCC §2-706?

A

The seller may resell the goods, if still in the seller’s possession, in good faith and in a commercially reasonable manner

In the case of a private sale, it is mandatory for the seller to give the buyer reasonable notice.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

Under UCC §2-609, what happens if a party fails to provide adequate assurances of performance within a reasonable time?

A

Failure to provide adequate assurances of performance within a reasonable time (< 30 days) is considered a contract repudiation.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
20
Q

What is the effect of the revocation of acceptance as per UCC §2-608?

A

Revocation must occur within a reasonable timeframe following discovery of nonconformity, provided there is no substantial change in the condition of the goods.

If the buyer properly revokes, they have the same rights as if they had rejected.

21
Q

Under UCC §2-607, what is the effect of acceptance following the buyer’s reasonable opportunity to inspect the goods?

A

Acceptance occurs when the buyer, after a reasonable opportunity to inspect, notifies the seller that the goods are conforming or that the buyer accepts them despite any nonconformity.

Failure to reject also constitutes acceptance.
Acceptance of part of a commercial unit is acceptance of the whole.

22
Q

According to UCC §2-608, under what circumstances is a buyer allowed to revoke acceptance of goods?

A

A buyer may revoke acceptance if conditioned on reasonable assumption that nonconformity would be seasonably cured, and good faith led the buyer to such an assumption.

Revocation must occur within a reasonable timeframe following the discovery of nonconformity, provided there is no substantial change in the condition of the good.

23
Q

What type of damages might a buyer incur as a result of the seller’s breach, according to UCC §2-713?

A

A buyer’s remedy for nondelivery allows them to recover the difference between the market price at the time the buyer learned of the breach and the contract price, either as a purchasable replacement or the cost of cover, whichever is less.

The buyer may also seek any incidental and consequential damages resulting from the breach.

24
Q

What is the implication of revoking acceptance of goods, as per UCC §2-608?

A

If a buyer properly revokes acceptance, they have the same rights as if they had rejected the goods, and they can obtain suitable replacement goods.

Revocation must occur within a reasonable timeframe following the discovery of nonconformity, provided there is no substantial change in the condition of the goods.

25
Q

What does UCC §2-609 allow a party to do in the event of a reasonable concern about the other party’s performance?

A

If a party has reasonable grounds to be concerned about the other party’s performance, they may request adequate assurances of performance in writing.

Until such assurances are received, the requesting party may suspend their own performance.

26
Q

Under UCC §2-610, what actions can a party take in response to anticipatory repudiation?

A

If either party repudiates the contract (1) before performance is due, and (2) the loss will substantially impair the contract’s value:

the non-repudiating party may (1) wait for the other party to perform for a commercially reasonable time, (2) pursue any remedy for breach, and (3) suspend performance.

27
Q

What does UCC §2-716 address regarding the buyer’s right to specific performance or replevin?

A

Under UCC §2-716, the courts may authorize specific performance when they are unable to calculate compensatory damages with even a rough degree of accuracy.

Replevin involves the recovery of goods by the buyer as a remedy for the seller’s breach.

28
Q

What are the conditions for seeking specific performance or replevin under UCC §2-716?

A

The buyer may seek specific performance or replevin when the usual remedy of payment for damages is inadequate, and the goods are unique or in other proper circumstances.

Courts will consider whether damages may be calculated with any reasonable degree of accuracy in determining the availability of specific performance or replevin.

29
Q

According to UCC §2-716, when can the courts authorize specific performance as a remedy for the buyer?

A

The courts may authorize specific performance when compensatory damages cannot be calculated with even a rough degree of accuracy.

Specific performance may be considered when the goods are unique or in other proper circumstances.

30
Q

How is the buyer’s right to specific performance or replevin determined under UCC §2-716?

A

Based on the inadequacy of the usual remedy of payment for damages, especially when the goods are unique or in other appropriate circumstances.

31
Q

Under UCC §2-716, what circumstances call for authorization of specific performance or replevin?

A

Courts will authorize specific performance or replevin when the calculation of compensatory damages is not feasible or when the goods are unique or in other suitable circumstances.

32
Q

What does UCC §2-718 address regarding the liquidation or limitation of damages and deposits?

A

Under UCC §2-718, reasonable damages for breach may be liquidated in the agreement, considering anticipated or actual harm, the difficulty of proving loss, and the inconvenience of alternate adequate remedies.

Deposits may be subject to specific rules concerning their treatment in the event of contractual breaches.

33
Q

What are the rules regarding deposits in relation to the liquidation or limitation of damages, according to UCC §2-718?

A

Deposits may be subject to specific rules concerning their treatment in the event of contractual breaches.

UCC determines how deposits should be handled in cases of breaches in contracts.

34
Q

When does a confirmatory memo fulfill the requirements of the statute of frauds (2-207(1))?

A
  1. When it is between merchants,
  2. Received within a reasonable time, AND
  3. Rejection is not given within 10 days.
35
Q

Under UCC §2-202, what may supplement complete and final agreements?

A
  1. Course of dealings,
  2. Usage of trade, and/or
  3. Course of performance.
36
Q

Under UCC §2-202, can parol evidence supplement complete and final agreements?

A

No, it may only supplement incomplete agreements and only if terms are consistent.

37
Q

Under UCC §2-206, how may offers be accepted?

A

In any reasonable way, under the circumstances.

38
Q

Under UCC §2-206, what options does an offeror have if they have not received notice regarding performance?

A

They may treat the offer as lapsed if notice is not received in reasonable time.

39
Q

Under UCC §2-206, how may offers for prompt shipment be accepted?

A

By performance or notice of performance.

Nonconforming goods don’t count provided seller notifies buyer that they are offered as “an accommodation” to the buyer.

40
Q

Under UCC §2-207, can acceptance contain additional terms?

A

Yes, if seasonable.

41
Q

Under UCC §2-207, how are additional terms treated? How about between merchants?

A

Generally, additional terms are treated as proposals.

Between merchants, the additional terms are automatically accepted UNLESS:
1. The offer expressly limited terms of acceptance;
2. The additional terms qualify as “material alteration(s)”; or
3. Notice of objection is received within a reasonable time.

42
Q

Under UCC §2-208, how are the following interpreted?

Express terms
Course of performance
Course of dealings
Usage of trade

A
  1. If possible, they will be interpreted as consistent with each other.
  2. If that is unreasonable, they will be given weight in the following order:

Express terms > Course of performance > Course of dealings > Usage of trade

43
Q

Under UCC §2-306, what is required when a contract term measures quantity based on a party’s output?

A
  1. It must be done in good faith
  2. It may not be unreasonably disproportionate
  3. When in-kind dealing is exclusive, there is an obligation of best efforts to supply/promote.
44
Q

Under UCC §2-307, when is payment due for:
a) single delivery contracts
b) when delivery is in lots?

A

a) upon tender
b) for each lot

45
Q

If not otherwise specified, under UCC §2-308, where is delivery?

A

a) seller’s place of business/residence
b) If goods identified are in a particular location, there.

46
Q

If not otherwise specified, under UCC §2-309, when is shipment/delivery to occur?

A

At a reasonable time

47
Q

Under UCC §2-310, how does termination occur?

A

It may be terminated at any time by either party, unless otherwise agreed and requires receipt of reasonable notification by the other party. Any agreement that gets rid of this provision is unconscionable.

48
Q

Under UCC §2-311, what happens when performance terms are unspecified?

A
  1. Assortment of good specifications are at the buyer’s discretion and shipping arrangements are at the seller’s.
  2. Where performance or cooperation is not seasonable, the other party is excused from related delays and may choose to perform or treat failure as a breach.

Article 2 Transactions (2 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions