UCC Flashcards
UCC 2-104: Merchant Defined
Dealer in the goods at issue, or otherwise holds himself as involved in those goods or services.
UCC § 2-209: Sales of Goods Modification
sales of good can be modified in good faith without consideration (Summary)
UCC § 2-302: Unconscionable Contract or Clause
(1) Enforcement of a contract found as a matter of law to have unconscionable terms is up to the discretion of the court.
(2) When a party is either claimed or appears to be unconscionable the parties must have reasonable opportunity to present evidence to aid the court in determining its nature.
UCC § 2-202: Final Written Expression
Terms with respect to which both parties agree to as a final expression of their agreement may not be contradicted by evidence of prior agreement or contemporaneous oral agreement; but may be explained or supplemented by (a) course of performance, dealing, or usage of trade; and (b) evidence of consistent additional terms unless the court finds the writing to be a complete and exclusive statement.
UCC § 2-615: Excuse by Failure of Presupposed Conditions
(a) delay in delivery or non-delivery by a seller who complies with (b) and (c) is not a breach of contract of sale if performance as agreed has been made impracticable by a contingency the non-occurrence of which was a basic assumption of the contract or by compliance with any applicable governmental regulation or order.
(b) Where the causes in (a) only affect a part of the capacity to perform, he must allocate where possible in any manner that is fair and reasonable.
(c) The seller must seasonably notify the buyer.
UCC §§ 2-706(1): Seller’s Resale Rights| 2-710: Seller’s Incidental Damages
(1) As a remedy, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is good faith and reasonable the seller may recover the difference between the resale price and the contract price together with any incidental damages.
(2) Incidental damages include any commercially reasonable expenses, charges, or commissions incurred due to the buyer’s breach.
UCC § 2-716(1): Buyer’s right to specific performance.
(1) Specific performance may be decreed where the goods are unique or in other proper circumstances.
UCC §§ 2-712: “Cover”; Buyer’s procurement of Substitute Goods
(1) After rejecting goods, a buyer may “cover” the goods by making a good faith and reasonably prompt purchase or contract to purchase goods in substitution for those due from the seller.
(2) The buyer may recover as damages the difference between the cost of cover and the contract price together with incidental damages.
(3) Failure to cover does not bar the buyer from other remedies
2-715(1): Incidental damages
(1) Incidental damages resulting from the sellers breach include expenses reasonably incurred relating to the goods or covering them, and any other expense incident to the delay or breach.
UCC § 2-612: “Installment Contract”; Breach
(1) An installment contract is one which requires or authorizes the delivery of goods in installments to be separately accepted.
(2) The buyer may reject any non-conforming installment if it substantially impairs the value of that installment and cannot be cured or if it is a defect in the required documents; but if the non-conformity does not fall under (3) and the seller gives adequate assurance of its cure the buyer must accept.
(3) Whenever non-conformity or default of at least one installment substantially impairs the value of the whole contract there is breach of the whole. But the aggrieved party reinstates the contract if he accepts a non-conforming installment without seasonably notifying, or brings an action with respect only to past installments, or demands performance of future installments.
UCC 2-718-719
(1) Damages for breach by either party may be liquidated in the agreementbut only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.
(2) Where the seller justifiably withholds delivery of goods because of the buyer’sbreach, the buyer is entitled to restitution of any amount by which the sum of his payments exceeds
(a) the amount to which the selleris entitled by virtue of terms liquidating the seller’s damages in accordance with subsection (1), or
(b) in the absence of such terms, twenty per cent of the value of the total performance for which the buyer is obligated under the contract or $500, whichever is smaller.
(3) The buyer’s right to restitution under subsection (2) is subject to offset to the extent that the sellerestablishes
(a) a right to recover damages under the provisions of this Article other than subsection (1), and
(b) the amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
(4) Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection (2); but if the seller has notice of the buyer’s breach before reselling goods received in part performance, his resale is subject to the conditions laid down in this Article on resale by an aggrieved seller (Section 2-706).
719
(1)Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damages,
(a) the agreement may provide for remedies in addition to or in substitution for those provided in this Article and may limit or alter the measure of damages recoverable under this Article, as by limiting the buyer’s remedies to return of the goodsand repayment of the price or to repair and replacement of non-conforming goods or parts; and
(b) resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
(2)Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this Act.
(3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goodsis prima facie unconscionable but limitation of damages where the loss is commercial is not.
UCC 2-201: Statute of Frauds for Sale of Goods Worth $500 or More
- Except as otherwise provided in this section a contract for the sale of goods $500 or more must be in signed writing. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.
CMT 1: Basically, the writing only REQUIRES the quantity to be written, regardless of if even the quantity agreed to itself is incorrect, and recovery is limited to the written quantity.
CMT 1: Only 3 invariable requirements: Shows that there was a contract, “Signed”, Specifies Quantity
- Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against such party unless written notice of objection to its contents is given within 10 days after it is received.
- A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable
a. If the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business and the seller, before notice of repudiation is received and under circumstances which reasonably indicated that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or
b. If the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or
c. With respect to goods for which payment has been made and accepted or which have been received and accepted (Sec 2-606).
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”
(3)
Even though one or more terms are left open a contract for sale does not fail for indefiniteness if:
the parties have intended to male a contract and there is a reasonably certain basis for appropriate remedy
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
