Scope of UCC Formal Requirements & Offer and acceptance genearl provisions and firm offers Flashcards
What is a good?
A good is a tangible, movable thing at the time of the transaction. It includes unborn young of animals, growing crops, and fixtures.
What is a sale/transaction?
A transaction/sale, as defined by 2-105, is identified by a passing of title from seller to buyer for a price.
What is a hybrid transaction?
A transaction involving goods and services or lease or license.
What is the predominant purpose test?
The predominant purpose test is the test that determines the predominant purpose of the contract, and thus the controlling law.
What are the factors of the predominant purpose test?
- the language of the contract
- nature of the business of the seller
- the intrinsic value of the materials
- the circumstances of the parties
- the primary objective they hoped to achieve by entering into the contract
Pre-2022 amendments, what happens with predominant purpose test?
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.
Post-2022 amendments, what happens with predominant purpose test?
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.
2-204. Formation in General (in your own words)
- A contract is made in any manner sufficient to show agreements, including conduct
- An agreement can be found even if the moment of its making is undetermined
- 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.
When must a contract of goods be in writing?
more than $500
What term is absolutely required?
Quantity, but even that can be a little squishy
2-206(1). offer and acceptance in formation of contract (in your own words)
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.
Are price quotes an offer?
no
Do the terms inside a box (shrinkwrap contract) bind the buyer?
Yes
A vendor, as master of the offer, may invite acceptance by . . .
conduct (2-204)
In shrinkwrap cases, how may a buyer accept/reject?
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
What defense if buyer found to have assented to shrinkwrap terms?
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.
What is a clickwrap contract?
The “I accept” button is sufficient to provide affirmative consent. Procedural unconscionability rules still apply, however.
What is the law on browsewrap contracts?
The law is insufficiently stable to reach a conclusion on browsewrap.
What does a firm offer do?
A firm offer imposes limits on when an offeror may revoke an offer.
What is the general rule for revoking offers?
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.
What is a firm offer?
(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.
What UCC section governs firm offers?
2-205
Waht is the definition of a “merchant”?
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
What section defines merchant?
2-104
What is an option contract?
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.
When must an offer under an option contract be accepted?
An offer must be accepted within the specified time, or if no time is specified, within a reasonable time.
What is “reasonable” for time to accept an option contract will depend on . . .
what’s being sold
How can one make a firm offer last longer than the three month maximum?
By tacking on options at the end, but remmeber need consideration
If an option contract specifies a timeframe and the offer is not accepted …
the option expires
if no timeframe is specific in an option contract . . .
the courts will often treat the option period as the offer period.
