SU #18.1 Flashcards
UCC Article 2, Sales applies to
Contracts for the sale of goods
Elements of a contract under UCC Article 2
- Mutual assent (offer & acceptance)
- Consideration (price)
- Legality
- Capacity of the parties
Article 2 fills the gap in the contract
- provides warranties & other basis of recovery in products liability cases
- Addresses performance obligations
- Determines when title & risk of loss are transferred from the seller to the buyer
- Describes the defenses and remedies available in suits for breach of contract
UCC Article 9 Secured transactions
Covers various debtor-creditor transactions
Security Agreement
gives the creditor an interest in specific personal property owned by the debtor
Security interest
allows the creditor to
- repossess the collateral
- sell it at a reasonably conducted public or private sale
- Apply the sales proceeds to the debt
Nonconforming Goods
the shipment is both an acceptance and a breach
Accommodation
no breach occurs
If the quantity term is left open
the court may have no basis to grant a remedy
Does the mirror image rule apply to Article 2
No
If a seller or the buyer in a non-merchant
additional or different terms in an acceptance are mere proposals and are not legally obligated to comply
If the seller is a Merchant
additional or different terms in an acceptance automatically become part of the contract
A Firm offer does not require what?
Consideration is not necessary
Parol Evidence
Means oral or verbal
Course of Dealing
prior conduct between the parties
