Sales by Merchants Accept Terms that are Perfect unless Anticipated by Warranties of Sellerm

Question 1

Sales

Answer 1

Sales Duty

(1) Sales of goods = movable = WA’s UCC Art 2; CL when not displaced
(2) Duty = good faith and reasonableness

Question 2

Merchant

Answer 2

Merchant Single Both

(1) Merchant = deals in goods of kind sold, expert != casual = honesty in fact + reasonable commercial standards of fair
(2) Single = firm offer 3 months != consideration, modification = bona, implied
(3) Both = MOP != acceptance, confirming memo 10 days from receipt,!= non-conformity = itemize reasons = follow instructions, sell if spoil = 10%

Question 3

Accept

Answer 3

Accept consideration PAWS

(1) Accept = delivery of non-conforming; Mailbox = reasonable only
(2) Consideration = modify in good faith
(3) PAWS = specialty + not resale, even over $500; some writing sufficient

Question 4

Terms

Answer 4

Terms Knockout Oral

(1) Terms = not fail, except quantity, unless output K; Price = filled in w/ R. at time of performance
(2) Knockout = conflict, supplement w/ default = course perf, past perf, usage of trade, supplement PER
(3) No Oral = ok != CL

Question 5

Perfect

Answer 5

Perfect Delivery Duty

(1) Perfect tender = higher standard = one lot + accept or reject any part +inspect + rejections = reasonable time, unless latent
(2) Delivery = payment due; Risk = tender, unless merchant; Shipment risk = delivered, unless common carrier or NOT specified in K
(3) Duty to mitigate = reasonable cover

Question 6

Anticpated

Answer 6

Anticipated Written Shortage

(1) Anticipatory = objectively clear = suspend and sue
(2) Written demand = statutory right = reasonable grounds = 30 days = suspend and sue
(3) Supply shortage = equitable distribution

Question 7

Warranties

Answer 7

Warranties Express Disclaimer

(1) Warranties = implied = average quality + pass w/o exception != consumer buyer = bargained for
(2) Express = affirmations of fact, promise relied on; Fitness = judgment selecting, choosing
(3) Disclaimer = clear (no remedy) + conspicuous + conscionable (bargained)+ consistent w/express; consumer = particularity for personal, family, household

Question 8

Seller

Answer 8

Seller Buyer SOL

(1) Seller = stop goods, demand COD for future, rescission, resell (differenc), incidentals
(2) Buyer = cover, market price (K and time of breach), incidental, consequential = economic (foreseeable + certain)
(3) SOL = 4 year + implied ; Express = 6, 3 = oral