UCC

Question 1

Predominant Purpose Test

Answer 1

Majority Test

Four Factors:

• Language of the Contract
• Nature of the supplier/seller’s business
• Purpose for the contract
• How was the money invoiced?

Question 2

Gravamen Test

Answer 2

Minority Test

Asks whether the claim relates to the goods or the services; i.e. determine if the alleged injury is the result of defective goods or defective workmanship/installation.

• If it is the defective goods, then UCC applies.
• If it relates to the services, Article 2 does not, CL does.
• (Think “did fridge leak b/c installation was poor[CL] or b/c the ice tray malfunctioned[UCC]?”)

“When the consumer goods sold as part of a hybrid contract retain their consumer goods characteristics after promised performance & loss or injury results from a defect in the goods, then the UCC applies”.

Question 3

2-204

Answer 3

Formation in General

(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
In other words: conduct may be sufficient to establish an agreement.

(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.
In other words: documents don’t show when contract was formed but parties’ actions indicate that binding obligations have been made

(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 make a contract and there is a reasonably certain basis for giving an appropriate remedy.
in other words, you can have “open terms” in the K if:
- You have intent to contract; AND
- There is reasonable basis for granting a remedy

Question 4

2-205

Answer 4

Firm Offer

Offers from a merchant are irrevocable if:

a. It is in writing,
b. Signed by the merchant;
c. No consideration is necessary; and
d. If no time period is stipulated, no longer than 3 months.

Question 5

What is § 2-206?

Answer 5

Offer and Acceptance in Formation of a Contract

Acceptance of an offer can be made in any reasonable manner and mode reasonable in light of the circum.

Question 6

§ 2-206 (1)

Answer 6

(1) Unless otherwise unambiguously indicated by the language or circumstances
(a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;
(b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.

Express terms or circum. govern, but in the absence of such terms or circum.:

1. If Offeror hasn’t stip. a method of accept. then accept. may be made in any reasonable medium (orally, writing, fax) and manner (promise or performance as acceptance) reasonable in the circum.
2. Prompt shipment or promise of shipment of goods
3. Shipment of non-conforming goods is proper acceptance so long as the supplier has notified the buyer of the non-conforming shipment and that the shipment is only an accommodation.
   - This rejects theory that offers envision only one manner of acceptance. (GTFO MIRROR-IMAGE RULE)
   - By notifying the buyer the non-conforming goods is an accommodation, the Seller accepts and breaches the original K at the same moment. This shipment serves as a counteroffer to the remedies available to the buyer, which the buyer can accept by keeping the non-conforming goods.

Question 7

2-206 (2)

Answer 7

§ 2-206 (2): Offer and Acceptance in Formation of Contract

• 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