Sales Law Flashcards
SoF (Merchant’s Memo Exception)
Goods over $500 must be in writing
Merchant Memo Exception: if signed by party to be sued and contains a quantity term then deemed signed by any mark (letterhead) affixed with intent to authenticate it
Breach of K SoL
4 years after cause of action accrued (accrues when tender of delivery is made, except when a warranty extends to future performance and discovery of the breach must await the time of performance, cause of action accrues when breach is or should be discovered)
Express Warranties
Any affirmation of fact made by a seller to a buyer that relates to the goods and is part of the basis of the bargain.
Seller’s use of a sample creates an express warranty, as does a description of the goods part of the basis of the bargain
Can have this and implied warranty of fitness
Implied Warranty of Merchantability
Read into a K only if the seller is a merchant who “deals in goods of the kind”—assures a buyer that goods are fit for ordinary use.
Implied Warranty of Fitness
Warranty for a buyer’s particular purpose attaches only if a seller has reason to know the buyer has a special purpose in mind and is relying on the seller to pick out suitable goods.
Can be affirmatively disclaimed by a conspicuous writing (in type larger than surrounding text or in different type, font, or color)
(i) buyer has a particular purpose in mind; (ii) buyer is relying on the seller to select suitable goods; (iii) seller has reason to know both facts—seller need not be a merchant.
“As Is”
Negates implied but not express warranties. MUST be in the original K (material alteration; even under knock out rules for merchants)
Warranty Damages
Measured by the difference b/w FMV of the good accepted and the FMV the good would have been as warranted plus any incidental and consequential damages
PER
UCC presumes all writings are partial integrations unless there is evidence that the parties intended a writing to be a complete agreement. Must be affirmative assent by both parties to make K completely integrated.
If a court does not find the writing was intended as the complete and exclusive agreement of the terms, parol evidence of consistent, additional terms is permitted—unless terms is something that would definitely have been included in the writing
Almost all parol evidence gets in under Article 2, especially without a merger clause
Delivery of Goods
Buyer may revoke acceptance if a defect substantially impairs the value of the goods and (i) was difficult to discover or (ii) the seller assured the buyer that the goods conformed to the K
Non-Conforming Goods (actions?)
If a buyer does not reject goods within a reasonable time, they impliedly accept them.
Actions: (1) accepted all goods; (2) rejected all goods; (3) or accept some and reject the rest. Can cancel the K and await instructions for how to proceed—if no instructions, could store goods; reship them; or resell of the breacher’s account (breacher must reimburse for expenses incurred in caring for and reselling plus a commission)
Defective Goods
A buyer may revoke acceptance of a defective good if the defect was difficult to discover but only if: (i) done within a reasonable time after the buyer discovers or should have discovered the defect and (ii) before any substantial change in the goods occurs that is not caused by a defect present at the time the seller relinquished possession
Damages for Defective Goods
Entitled to refund of payments made to the seller, plus incident and consequential damages.
Incidentals include expenses reasonably incurred in the inspection or transportation of goods wrt to which the buyers has rightfully revoked acceptance.
Consequential damages are only available if they were reasonably foreseeable to the seller at the time of the contract
