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REG > UCC > Flashcards

UCC Flashcards

1
Q

Merchant’s firm offer

A

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

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2
Q

Acceptance

A

Minor change (time delivery)-> Acceptable &effective

Material change-> counter offer/not valid acceptance

Promise to ship( bilateral) & prompt shipment(unilateral)-> Valid Acceptance

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3
Q

Seller sent wrong product to buyer

A

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

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4
Q

Types of Auctions

A

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

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5
Q

Modification enforceable without consideration

A

Common Law RISE: not enforceable unless new consideration is given

UCC: enforceable if made in good faith even without consideration

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6
Q

Defenses under UCC

A

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

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7
Q

Excluded from UCC

A

Contracts for personal services and real estate

Contracts for Tangible personal property ( stock or patent right)

Contract for fixtures ( thing attached to land)

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8
Q

4 exception to Goods not have to be in writing SWAP

A

Specially manufacturing goods

Written confirmation 10days rules

Admitted by Court

Performed contracts to the Extent that the performance has been accepted

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9
Q

Modified price

A

Increase >500 then require writing

Decrease to

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10
Q

Contract to be enforceable

A

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

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11
Q

SHIPMENT CONTRACT-

Risk of loss PASS to BUYER on delivery to CARRIER ( in TRUCK)

A

FAS- Free Along side

CIF- Cost, Insurance & Freight

Freight on Broad - FOB Seller place ore FOB Shipment

FOB Loading Dock

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12
Q

DESTINATION CONTRACT

Risk of loss PASS at Buyers Destination when Buyer receive it and seller TENDERS DELIVERY

A

FOB Buyer Place or FOB Destination

FOB Buyer store

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13
Q

SALE on APPROVAL

A

Risk on SELLER until APPROVED by BUYER

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14
Q

SALE or RETURN contract

A

Risk on BUYER until RETURNED by BUYER

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15
Q

RISK Of LOSS

A

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

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16
Q

Title of Goods

A

Pass when parties agree

If not agree, pass Upon DELIVERY

If Buyer rejects goods, title reverts with Seller

Goods are identified in the contract

17
Q

Perfect tender, goods must conform to all warranties

A

EXPRESS WARRANTY: Oral/written

Implied WARRANTY of TITLE

Implied warranty of merchant

Implied warranty for particular purpose

18
Q

Implied warranty of title

A

Automatic warranty of any seller

Goods transfer with valid title

Free from liens other than B is aware of

Free from claims

19
Q

Implied warranty of merchantability

A

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

20
Q

Implied warranty of fitness for a particular purpose

A

S know purpose B will use goods and B is relying on S knowledge

21
Q

IMPLIED WARRANTY

A

Can be DISCLAIMED if correct word is used

Arise without a writing

22
Q

WARRANTY PROTECTION

A

COMMON LAW: Only a party to a contract could sue for damage

UCC: Warranty liability is NOT limited by privity

23
Q

Ordinary negligence

A

Duty of care

Breach the duty

Plaintiff suffered DAMAGE

Damage cuz by seller neglegent

24
Q

Strict product liability, plaintiff must prove

A

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

25
Q

Seller remedies when buyer breaches

A

Cancel and sue for damages

Withhold delivery and stop Goods in transit

Resell and sue for damages

Full contract price

Reasonable Liquidated damages

26
Q

Buyer remedies when Seller breaches

A

Reject any Nonconformity

Formal requirement of rejection

Inspect before payment

Revocation of acceptance for substantial defect

Right to cancel or rescind

Sue fie damages

27
Q

Under UCC, oral modification of an existing contract for sale of goods for price

A

Considered BINDING

28
Q

Seller is shipping goods mean

A

They accept Buyer ‘s offer

29
Q

Oral contract between merchants

A

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

30
Q

Output contract under UCC

A

Is enforceable even actual quantity is not mentioned in the contract

Is supported by consideration cuz seller agree not to sell to other party

31
Q

Discharge seller obligation to the buyer

A

By placing conforming goods at the buyer’s disposition and given them reasonable notice to take deleivery

32
Q

Express warranty

A

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

33
Q

Warranty of title may be excluded only if?

A

Seller is selling only such right or title she has

34
Q

EXPRESS WARRANTY

A

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

35
Q

Under UCC, risk of loss only apply if

A

The parties have not allocated risk of loss in their contract

36
Q

MAILBOX RULES under UCC

A

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

37
Q

When buyer refuses to accept goods

A

Seller may resell them and recover the different between the resale price and the contract price

38
Q

Merchant/seller make a wrongful statement about suitable function of goods to buyer ->warranty was violated

A

Express warranty that the goods conform to the seller’s promise

REG (18 decks)

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