UCC / Contracts

Question 1

Buyer in the Ordinary Course of Business

Answer 1

Buys in GF
Without knowledge of a sec interest violation (it’s ok to know about the sec interest)
Goods (but not farm products)
Ordinary purchase (from person that sells goods of that kind)
Security interests created by the seller
Creditor not perfected by possession

Question 2

accord and satisfaction

Answer 2

good faith tender and acceptance of check marked, “payment in full” may constitute accord and satisfaction

Question 3

when can you obtain specific performance?

Answer 3

when goods are unique or in short supply

Question 4

3rd party beneficiary

Answer 4

does not have to provide consideration to enforce the promise against the promisor once rights have vested
Rights vest when third party (1) assents to the contract (2) brings suit to enforce the K or (iii) materially changes his position in justifiable reliance on the promise

Question 5

discharge for frustration of purpose

Answer 5

doesn’t apply when parties could reasonably foresee the risk of occurrence. when parties have foreseen/assumed this risk, however, cannot apply

Question 6

implied in fact contract

Answer 6

formed by manifestations of assent other than oral or written language. simply allowing someone to begin work on your land, for example, when you know they’ve made mistake and should be performing work on someone else’s land, would qualify

Question 7

mutual mistake

Answer 7

K voidable when it concerns

a basic assumption on which the K was made
has a material effect on the exchange
party seeking avoidance did not assume the risk of the mistake

Question 8

right to reject

Answer 8

if you get some nonconforming, then you can keep the good and reject the bad but you must reject within a reasonable time after delivery and seasonly notify the seller of rejection

Question 9

FOB

Answer 9

obligates seller to convey goods to a particular location

Question 10

oral contract under SoF

Answer 10

you still have to pay contract price to the extent you accepted the goods

Question 11

battle of the forms

Answer 11

offeree’s term included if
both parties merchants
no material change
and no objection w/in a reasonable time

Question 12

contract for construction versus contract for renovation

Answer 12

in construction, if subject matter is destroyed, duty not discharged; still obligated to build and recover nothing besides K price. for repair, even if completely destroyed, entitled to some restitution

Question 13

PMSI exception for consumer goods

Answer 13

you don’t have to perfect by filing a financing statement assuming money actually used to buy the collateral

Question 14

indorser’s liability

Answer 14

where presentment within 30 days
dishonor
and notice of dishonor to indorser within 30 days of dishonor

Question 15

HDC status

Answer 15

negotiable instrument 
hodler status 
authenticity not in question 
paid value 
good faith 
w/o notice of anything that would jeopardize due course status

Question 16

PMSI inventory exception

Answer 16

trumps previously perfected interests when perfected at the time the goods are delivered AND seller gives notice to other creditors