UCC Flashcards
Merchant’s firm offer
Seller MUST be a MERCHANT
Offer MUST be in WRITING and SIGNED by the merchant
Offer MUST give ASSURANCE that it will be kept open for certain time
Firm offer is IRREVOCABLE for the time stated, if time not state then for a reasonable time 3months or 90days
Acceptance
Minor change (time delivery)-> Acceptable &effective
Material change-> counter offer/not valid acceptance
Promise to ship( bilateral) & prompt shipment(unilateral)-> Valid Acceptance
Seller sent wrong product to buyer
Not ACCEPTABLE unless buyer attach NOTICE of ACCOMMODATION to consider as Counter offer from buyers
Ship wrong product->contract breached from Buyer
Ship wrong product + Notice of Accommodation-> counter offer/Not valid Acceptable
Types of Auctions
WITH RESERVE: Auctioneer may not sell the item if he think the PRICE does NOT meet the reserve amount
WITHOUT RESERVE: Auctioneer sell the item to the HIGHER BIDDER whatever the amount that may be
Modification enforceable without consideration
Common Law RISE: not enforceable unless new consideration is given
UCC: enforceable if made in good faith even without consideration
Defenses under UCC
UCC: Defrauder party may RESCIND and SUE for MONEY DAMAGES
COMMON LAW: Defrauder party may either SEEK RESCISSION orSUE for DAMAGE
NOTE: Valid defense when impossible to perform id impossibility and impractically
Excluded from UCC
Contracts for personal services and real estate
Contracts for Tangible personal property ( stock or patent right)
Contract for fixtures ( thing attached to land)
4 exception to Goods not have to be in writing SWAP
Specially manufacturing goods
Written confirmation 10days rules
Admitted by Court
Performed contracts to the Extent that the performance has been accepted
Modified price
Increase >500 then require writing
Decrease to
Contract to be enforceable
UCC: require to have QUANTITY term and SIGNATURES of merchant or parties
COMMON LAW: require to have SALE PRICE, PLACE DELIVERY and reasonable contract time
SHIPMENT CONTRACT-
Risk of loss PASS to BUYER on delivery to CARRIER ( in TRUCK)
FAS- Free Along side
CIF- Cost, Insurance & Freight
Freight on Broad - FOB Seller place ore FOB Shipment
FOB Loading Dock
DESTINATION CONTRACT
Risk of loss PASS at Buyers Destination when Buyer receive it and seller TENDERS DELIVERY
FOB Buyer Place or FOB Destination
FOB Buyer store
SALE on APPROVAL
Risk on SELLER until APPROVED by BUYER
SALE or RETURN contract
Risk on BUYER until RETURNED by BUYER
RISK Of LOSS
Not determine by who has title
NON-CARRIER:
+Non-merchant seller, RoL pass to B upon S’s tender of delivery
+ Merchant Seller, RoL only pass when B get physical possession or takes receipt of the goods
COMMON CARRIER:
+FOB shipment/seller place
+ FOB destination/ buyer place
NONCONFORMING goods: RoL always on S regardless of shipment
Title of Goods
Pass when parties agree
If not agree, pass Upon DELIVERY
If Buyer rejects goods, title reverts with Seller
Goods are identified in the contract
Perfect tender, goods must conform to all warranties
EXPRESS WARRANTY: Oral/written
Implied WARRANTY of TITLE
Implied warranty of merchant
Implied warranty for particular purpose
Implied warranty of title
Automatic warranty of any seller
Goods transfer with valid title
Free from liens other than B is aware of
Free from claims
Implied warranty of merchantability
Reasonable fir for ordinary use
Disclaimed with specific mention
Disclaimed by use of phrase: AS IS, With All Faults
ONLY MERCHANT can made and WARRTY Goods will be fit for purpose
Implied warranty of fitness for a particular purpose
S know purpose B will use goods and B is relying on S knowledge
IMPLIED WARRANTY
Can be DISCLAIMED if correct word is used
Arise without a writing
WARRANTY PROTECTION
COMMON LAW: Only a party to a contract could sue for damage
UCC: Warranty liability is NOT limited by privity
Ordinary negligence
Duty of care
Breach the duty
Plaintiff suffered DAMAGE
Damage cuz by seller neglegent
Strict product liability, plaintiff must prove
Product was DEFECTIVE when it left Seller’s hand
Defect causes plaintiff injury
Unreasonably Dangerous
Seller was in business of selling goods
Product was used without subtantial change in condition
Seller remedies when buyer breaches
Cancel and sue for damages
Withhold delivery and stop Goods in transit
Resell and sue for damages
Full contract price
Reasonable Liquidated damages
Buyer remedies when Seller breaches
Reject any Nonconformity
Formal requirement of rejection
Inspect before payment
Revocation of acceptance for substantial defect
Right to cancel or rescind
Sue fie damages
Under UCC, oral modification of an existing contract for sale of goods for price
Considered BINDING
Seller is shipping goods mean
They accept Buyer ‘s offer
Oral contract between merchants
Confirm in writing within a reasonable of time
Signed by party sending it and receive by the other
Both parties are BOUND unless Party RECEIVING submit a Confirmation letter to OBJECT within 10 days
Output contract under UCC
Is enforceable even actual quantity is not mentioned in the contract
Is supported by consideration cuz seller agree not to sell to other party
Discharge seller obligation to the buyer
By placing conforming goods at the buyer’s disposition and given them reasonable notice to take deleivery
Express warranty
Making any affirmation of fact or promise which forms part of the basis of the bargain
Must be part of basis of bargain between buyer and seller
Warranty of title may be excluded only if?
Seller is selling only such right or title she has
EXPRESS WARRANTY
Any seller may create an express warranty by making any affirmation of fact or promise which forms part of basis of the bargain
It can be Oral or in Writting
Under UCC, risk of loss only apply if
The parties have not allocated risk of loss in their contract
MAILBOX RULES under UCC
Acceptant is valid when sent with any reasonable means of communication
Ex: contract is formed on the day the offeree mailed the acceptance to Offeror
When buyer refuses to accept goods
Seller may resell them and recover the different between the resale price and the contract price
Merchant/seller make a wrongful statement about suitable function of goods to buyer ->warranty was violated
Express warranty that the goods conform to the seller’s promise
