UCC Flashcards
2-201
Statute of Frauds: sale of goods over $500
(1) in writing and signed
(2) between merchants within 10 Day Rule
(3) not in writing BUT
(a) special manufacture or partial performance
(b) contract admitted but quantity not specified
(c) payment was accepted
2-202
Parol Evidence.
when terms set forth in writing are intended as a final expression of agreement, terms may not be contradicted by parol evidence, only explained or supplemented BY:
(a) course of performance, course of dealings, or usage of trade (industry standards)
(b) evidence of consistent additional terms UNLESS writing was intended to be complete and final statement of intent
2-204
Contract Formation.
(1) made in any manner sufficient to show agreement, including conduct that supports contract
(2) even when exact moment of making unclear
(3) even if some terms not defined if there was intent to create a contract and a reasonably certain basis for remedy
2-205
Firm Offer.
An offer by a merchant to buy or sell goods in signed writing which gives assurance that it will be held open is not revocable during stated time, not to exceed 3 months
2-206
Offer and Acceptance.
(1) unless otherwise unambiguously indicated by the language or circumstances:
(a) an offer shall be construed as inviting acceptance in any manner reasonable
(b) a purchase order shall be construed as inviting acceptance either by prompt shipment of conforming or non-conforming goods, BUT non-conforming goods are not acceptance if notified provided as an accommodation to buyer
(2) where the beginning of a requested performance is a reasonable mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance
2-207(1)
Additional Terms on Acceptance.
(1) definite and seasonable expression of acceptance or confirmation operates as acceptance even if it states terms additional to or different from the original offer UNLESS acceptance is made conditional to assent to new terms.
2-207(2)
(2) additional terms are to be construed as proposals for addition to the contract AND become part of the contract UNLESS:
(a) the offer expressly limits the terms of the offer
(b) new terms materially alter offer
(c) notification of objection to new terms was already received or given within reasonable time in response
2-207(3)
(3) conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract. THEN the terms consist of only those terms in writing on which the parties agree, together with any supplementary terms incorporated under this Act (UCC ACT section 2)
Mode of Acceptance: Purchase Orders
Purchaser is Offeror and master of offer even if Merchant’s P/O form is used
If Purchaser signs P/O, that is standard of expectation for Merchant to accept
If the Merchant made the P/O, can’t argue didn’t know it should be signed.
Contract Formation
2
case
(1) made in any way sufficient to show agreement
(2) acceptance made be constructed (actions / circumstances)
Pro CD - acceptance was clicking license agreement. not reading it is not a defense
Under 2-207, define “seasonable”
in line with industry standards
Proviso Clause
2-207(3)
adds or changes terms then says “if not acceptable, notify at once”
(a) only allowable for commonly acceptable language and minor terms
(b) can’t use to force-add an arbitration clause
Knockout Rule
any terms on which the parties don’t agree are eliminated
court can fill gaps with generally accepted contract language
2-104
define merchant:
person who deals in goods of the kind or otherwise by occupation holds himself out as having knowledge or skill related to the goods or practices involved
