Scope of UCC Formal Requirements & Offer and acceptance genearl provisions and firm offers

Question 1

What is a good?

Answer 1

A good is a tangible, movable thing at the time of the transaction. It includes unborn young of animals, growing crops, and fixtures.

Question 2

What is a sale/transaction?

Answer 2

A transaction/sale, as defined by 2-105, is identified by a passing of title from seller to buyer for a price.

Question 3

What is a hybrid transaction?

Answer 3

A transaction involving goods and services or lease or license.

Question 4

What is the predominant purpose test?

Answer 4

The predominant purpose test is the test that determines the predominant purpose of the contract, and thus the controlling law.

Question 5

What are the factors of the predominant purpose test?

Answer 5

1. the language of the contract
2. nature of the business of the seller
3. the intrinsic value of the materials
4. the circumstances of the parties
5. the primary objective they hoped to achieve by entering into the contract

Question 6

Pre-2022 amendments, what happens with predominant purpose test?

Answer 6

Pre-2022 amendments, if the predominant purpose is goods, UCC governs the contract, and if the predominant purpose is services, common law governs the contract.

Question 7

Post-2022 amendments, what happens with predominant purpose test?

Answer 7

Post-2022 amendments, if the predominant purpose is goods, UCC governs the whole contract (but this does not preclude application of common law to the services provisions), and if the predominant purpose is services, common law governs the parts of the contract dealing with services, and UCC governs the parts of contract dealing with goods.

Question 8

2-204. Formation in General (in your own words)

Answer 8

1. A contract is made in any manner sufficient to show agreements, including conduct
2. An agreement can be found even if the moment of its making is undetermined
3. A contract does not fail for indefiniteness is more than one terms are left open if the parties show intent to contract and there is a reasonably certain basis for giving an appropriate remedy.

Question 9

When must a contract of goods be in writing?

Answer 9

more than $500

Question 10

What term is absolutely required?

Answer 10

Quantity, but even that can be a little squishy

Question 11

2-206(1). offer and acceptance in formation of contract (in your own words)

Answer 11

2-206(1)(a): Unless indicated unambiguously, offeror invites acceptance through any medium reasonable under the circumstances.
2-206(1)(b): Order or other offer to purchase for primpt or current shipment invites acceptance through promise to ship or by the prompt or current shipment of conforming or non-conforming goods.

Question 12

Are price quotes an offer?

Answer 12

no

Question 13

Do the terms inside a box (shrinkwrap contract) bind the buyer?

Answer 13

Yes

Question 14

A vendor, as master of the offer, may invite acceptance by . . .

Answer 14

conduct (2-204)

Question 15

In shrinkwrap cases, how may a buyer accept/reject?

Answer 15

Buyer may accept by performing acts vendor proposes to treat as acceptance (2-206), at least if the buyer had the opportunity to review the terms and return the product if he/she sought to reject the terms

Question 16

What defense if buyer found to have assented to shrinkwrap terms?

Answer 16

If buyer is deemed to assent to a collection of shrinkwrap terms in general, he/she may have a defense to particualr terms if those terms are unconscionable or unfairly surprising.

Question 17

What is a clickwrap contract?

Answer 17

The “I accept” button is sufficient to provide affirmative consent. Procedural unconscionability rules still apply, however.

Question 18

What is the law on browsewrap contracts?

Answer 18

The law is insufficiently stable to reach a conclusion on browsewrap.

Question 19

What does a firm offer do?

Answer 19

A firm offer imposes limits on when an offeror may revoke an offer.

Question 20

What is the general rule for revoking offers?

Answer 20

Offers can be revoked at will by the offeror, even if he has promised not to revoke for a certain period, except under situations where the offeror’s power to terminate the offer is limited.

Question 21

What is a firm offer?

Answer 21

(1) If a merchant (2) offers to buy or sell goods in a signed writing and (3) the writing gives assurances that the offer will be held open, (4) the offer is not revocable for lack of consideration during the time stated or, if no time is stated, for a reasonable time (but in no event may such a period exceed three months). If the offeree/buyer supplies the writing, it must be separately signed by the offeror, and the above rules apply.

Question 22

What UCC section governs firm offers?

Answer 22

2-205

Question 23

Waht is the definition of a “merchant”?

Answer 23

A merchant is
* a person who deals in the goods of the kind OR
* otherwise by his occupations holds himself out as having knowledge or skill peculiar to the practices or goods invovled in the transaction OR
* To whom such knowledge or skill may be attributed by his employment of an agent or broker OR
* Other intermediary who by his occupation holds himself out as having such skill or knowledge

Question 24

What section defines merchant?

Answer 24

2-104

Question 25

What is an option contract?

Answer 25

An option is a distinct contract in which the offeree provides consideration to the offeror in exchange for a promise not to revoke an outstanding offer.

Question 26

When must an offer under an option contract be accepted?

Answer 26

An offer must be accepted within the specified time, or if no time is specified, within a reasonable time.

Question 27

What is “reasonable” for time to accept an option contract will depend on . . .

Answer 27

what’s being sold

Question 28

How can one make a firm offer last longer than the three month maximum?

Answer 28

By tacking on options at the end, but remmeber need consideration

Question 29

If an option contract specifies a timeframe and the offer is not accepted …

Answer 29

the option expires

Question 30

if no timeframe is specific in an option contract . . .

Answer 30

the courts will often treat the option period as the offer period.