UCC Flashcards
UCC 2-209: Modification of Sale of Goods
sales of goods can be modified in good faith without consideration
UCC 2 204: Indefiniteness
“Contract will not fail for indefiniteness if a contract for sale has one or more terms left open if both parties”
So long as a court feels reasonably certain there was a meeting of the minds, generally contracts for sale will be enforced. Courts may “fill in the blanks”
UCC 2-205: Firm/Irrevocable Offer
An offer by a merchant in signed writing which gives assurance that it will be held open is not revocable for lack of consideration
UCC 2 206: Non-Conforming Goods
Unless otherwise stated clearly: If making an offer to make a contract,
(a) it invites reasonable acceptance.
(b) shipment of non-conforming goods may be an accommodation rather than acceptance if seller says so
UCC 2-306: Output, Requirements, and Exclusive Dealings
(1) A term which measures quantity of output or requirements of seller/buyer means actual output or requirements as may occur in good faith,
(2) except for unreasonably disproportionate output/requirements to any stated, normal, or otherwise comparable prior output/requirements.
UCC 2-207: Additional terms in Acceptance or Confirmation
Q1: Is there a contract
(1) Definite and seasonable expression of acceptance operates as acceptance even with additional terms
Q2: What are its terms
(2) If at least one party is not a merchant, then additional terms are simply proposals requiring further assent
A. If everyone is a merchant the terms default in unless
i. Offer expressly limits acceptance to the specific terms of the offer
ii. Unless the terms materially alter
iii. Someone has objected
Q3: If not, but goods are shipped and accepted, is this a K and what are its terms? (What is the Venn Diagram of the conflicting offer and acceptance)
(3) Conduct by both parties which recognizes the existence of a contract may establish a contract. Conflicting terms may be knocked out, and the remaining terms will be those which agree (VENN DIAGRAM)
