UCC

Question 1

Gravemen Test for hybrid contracts

Answer 1

determines whether the gravemen of actions involves goods or services and evaluates the material or significant grievance or complaint in order to determine if goods or services are involved.

Question 2

1-103(b)-contruction of UCC

Answer 2

uniless displaced by the particular provisions of the UCC, the principals of law, equity and the common law supplement the provisions of the UCC.

Question 3

Common Law v. UCC-Hybrid Transactions

Answer 3

in cases of hybrid transactions involving services and goods, there is a split of authority between the predominate purpose test and the gravamen test in order to determine if the UCC or common law applies.

Question 4

Predominate purpose test for hybrid contracts

Answer 4

the predominate purpose test looks to the transactions reasonable predominant factor, thrust or purpose for services, labor and goods. in evaluating this we look at the language of the contract, how the transaction was billed and the mobility of the subject matter.

Question 5

Does the UCC Apply

Answer 5

the UCC applies to the transactions in goods.

Question 6

Goods

Answer 6

Goods means all things (including specially manufactured goods) which are moveable at the time of identification of the contract for sale. Goods are also defined as the unborn young of animals, growing crops and any other identifiable things attached to realty.

Question 7

UCC 2-207(1)-was there a contract

Answer 7

A definite and seasonable expression of acceptance or written confirmation which is sent in a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.

Question 8

UCC2-207 (2)-terms of a contract

Answer 8

the additional terms are to be construed as proposals for addition to the contract. between merchants such terms become part of the contract unless:

a) the offer expressly limits acceptance to the terms of the offer; or
b) they materially alter it. (material altering terms results in surprise or hardship)
c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

Question 9

UCC2-2-7(3)-conduct creating a contract

Answer 9

conduct on both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such cases the terms of the particular contract consists of those terms on which the writings of the parties agree, together with any supplementary “gap fillers” incorporated under the UCC.

An agreement sufficient to constitute a contract for sale may be found even though the moment of it’s making is undetermined (2-204, stepp v freeman).

Question 10

Merchant

Answer 10

a merchant means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction.

Question 11

materially altering terms

Answer 11

negation of standard warranties; guarantee clause of 90-100% deliveries counter to usage in trade; reservation of sellers power to cancel upon buyers failure to meet any invoice when due; complaints to be made in a time materially shorter than customary or reasonable

Question 12

terms that have no element of surprise

Answer 12

1) enlarging sellers exemption due to supervening causes beyond his control
2) fixing in advance any reasonable formula of proration under such circumstnances
3) fixing a reasonable time for complaints within customary limits
4) providing for inspection of sub-purchaser
5) interest on overdue invoices
6) fixing sellers standard credit terms where within range of trade practice
7) limiting the right of rejection for defects that fall within customary trade tolerances.

Question 13

contract

Answer 13

a contract is a promise or set of promises for the breach of which th eaw gives a remedy, or the performance of which the law in some way recognizes a duty

Question 14

promise

Answer 14

a promise is a manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promisee in understanding taht a commitment has been made.

Question 15

agreement

Answer 15

an agreement is a manifestation of mutual assent on the part of two or more persons.

Question 16

bargain

Answer 16

a bargain is an agreement to exchange promises or to exchange a promise for a performance or to exchange performances

Question 17

terms of a contract

Answer 17

that portion of the legal relations resulting from the promise or set of promises which relates to a particular matter, whether or not the parties manifest an intention to create those relations.

Question 18

offer

Answer 18

the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.

Question 19

option contract

Answer 19

an option contract is a promise which meets the requirements for the formation of a contract and limtis the promisor’s power to revoke the offer.

Question 20

the offerees power of acceptance

Answer 20

the offer gives the offeree a continuing power to complete the manifestation of mutual assent by acceptance of the offer

Question 21

acceptance

Answer 21

a manifestion of assent to the terms thereof made by the offeree in a manner invited or required by the offer.

Question 22

counter offer

Answer 22

a counter-offer is an offer made by an offeree to his offeror relating to the same matter as the original offer and proposing a substituted bargain differing from that proposed by the original offer.