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UCC contracts outline Flashcards

1
Q

What do UCC sections 2-304 to 2-311 address?

A

Various aspects of contracts for the sale of goods, including price, delivery, and performance.

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2
Q

Under UCC 2-304, how can the price be paid?

A

In money, goods, or other forms, including realty.

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3
Q

What happens if a contract doesn’t specify the price according to UCC 2-305?

A

The contract can still be valid if the parties intend to form a contract and there’s a reasonable basis for determining the price.

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4
Q

What is the limitation on quantity under UCC 2-306?

A

Quantity is limited to actual output or requirements in good faith.

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5
Q

What does UCC 2-307 state about delivery?

A

Unless otherwise agreed, goods must be delivered in a single lot, and payment is due upon tender.

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6
Q

What is the default delivery location under UCC 2-308?

A

The seller’s place of business or, if none, their residence.

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7
Q

What does UCC 2-309 state about termination notice?

A

If no termination time is specified, either party can terminate with reasonable notice.

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8
Q

When is payment due if not specified in the contract according to UCC 2-310?

A

Payment is due when the buyer receives the goods.

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9
Q

What must parties do with options regarding performance under UCC 2-311?

A

Exercise them in good faith and cooperate with the other party.

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10
Q

What is established by UCC 2-312 regarding warranties?

A

The seller warrants that the title conveyed is good and its transfer rightful.

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11
Q

How can the warranty of good title be disclaimed according to UCC 2-312?

A

Only by specific language or circumstances giving Buyer reason to know the seller does not claim title.

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12
Q

What principle is outlined in UCC 2-403 regarding title?

A

A purchaser acquires all title that their transferor had.

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13
Q

What does ‘good faith’ mean in UCC 2-403?

A

Honesty in fact plus observance of reasonable commercial standards of fair dealing.

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14
Q

What does ‘entrusting’ include under UCC 2-403(2)?

A

Any delivery of goods to a merchant and any acquiescence in the merchant retaining possession.

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15
Q

What is required for a buyer to be considered a ‘buyer in the ordinary course of business’?

A

Purchasing goods in good faith without knowledge that the sale violates the rights of another.

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16
Q

What remedies are available to a buyer for breach of warranty?

A

Damages, rescission, and potential recovery of purchase price.

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17
Q

What must a buyer demonstrate to prove damages from a breach of warranty?

A

That the breach caused them actual damages.

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18
Q

What is the outcome if a warranty is effectively disclaimed?

A

The warranty will not be enforceable unless the disclaimer is specific and conspicuous.

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19
Q

What does UCC 2-313 establish regarding express warranties?

A

Three ways to create an express warranty through affirmations, descriptions, or samples.

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20
Q

Do affirmations of value create warranties under UCC 2-313?

A

No, affirmations of value, opinions, and commendations do not create warranties.

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21
Q

Can a breach of warranty occur if the goods are not as represented?

A

Yes, if the seller made express or implied warranties about the goods.

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22
Q

What is the significance of privity in warranty claims?

A

Traditionally, warranties were limited to parties in the contract, but some jurisdictions allow extension to reasonable users.

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23
Q

What does the buyer’s right cover regarding the use of goods?

A

The buyer’s right covers the use of goods without infringing on the rights of third parties, particularly if the seller is a merchant.

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24
Q

How can the exclusion of warranties be modified?

A

The exclusion of warranties can be modified only by specific language or circumstances that indicate the seller doesn’t claim title or is only selling the rights they have.

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25
What was the conclusion of In re Toshiba America HD DVD Marketing and Sales Practices Litigation regarding the advertising slogan?
The advertising slogan was deemed puffery and not specific enough to create a warranty.
26
According to UCC 2-403, what is the power to transfer title?
A buyer's title will only be as good as the title of their transferor or as good as the transferor's power to transfer title.
27
What does UCC 2-403 state about good faith purchases?
A buyer with voidable title can still convey good title to a good faith purchaser who is unaware of the defect.
28
What is the concept of 'entrusting' as per UCC 2-403?
Entrusting allows a seller who possesses goods from another person to transfer good title to a buyer in the ordinary course of business.
29
What is the Implied Warranty of Merchantability under UCC 2-314?
The Implied Warranty of Merchantability guarantees that goods are fit for their ordinary purpose and pass without objection in the trade.
30
How is a merchant defined under UCC 2-104?
A merchant is a seller who deals in goods of the kind involved in the sale or holds themselves out as having special knowledge or skill in those goods.
31
What are the requirements for the Implied Warranty of Fitness for a Particular Purpose under UCC 2-315?
The seller must know the specific purpose for which the goods are required and the buyer must rely on the seller's skill or judgment.
32
In Webster v. Blue Ship Tea Room, what was the outcome regarding the implied warranty of merchantability?
The court found no breach of the implied warranty of merchantability.
33
What do UCC Sections 2-314 and 2-315 establish?
They establish a framework for understanding the implied warranties of merchantability and fitness for a particular purpose.
34
What is required for a disclaimer of the implied warranty of merchantability?
The disclaimer must mention merchantability and, if in writing, must be conspicuous.
35
What does UCC 2-316(1) state about disclaiming express warranties?
An express warranty cannot be disclaimed if it is reasonable for a court to construe as consistent.
36
What was the ruling in Bell Sports v. Yarusso regarding the express warranty?
The court held the disclaimer ineffective and sustained the jury verdict for the plaintiff.
37
How does UCC 2-719 address remedies for breach of contract?
It allows for remedies in addition to those provided in Article 2 and outlines conditions for limiting or excluding remedies.
38
What does UCC 2-719(2) state about limited remedies that fail of their essential purpose?
If a limited remedy fails of its essential purpose, the buyer has access to Article 2 remedies.
39
What is the significance of the 2022 amendments to UCC 1-201(b)(10) regarding conspicuousness?
The amendments broaden the definition of conspicuousness to include electronic presentations and display methods.
40
What is the general rule for notice of breach under UCC 2-607(3)(a)?
The buyer must notify the seller of a breach within a reasonable time after discovering it.
41
What was the outcome in Fitl v. Strek regarding the timing of notice?
The court held that Fitl acted within a reasonable time after discovering the breach.
42
What does UCC 2-316 allow regarding warranty disclaimers?
It allows sellers to disclaim implied warranties if the disclaimer is clear and conspicuous.
43
What are the potential buyer's remedies if a seller breaches a warranty?
* Reject the goods * Accept the goods and sue for damages * Revoke acceptance if the defect substantially impairs value
44
What does UCC 2-316 state about disclaimers for fitness for a particular purpose?
The disclaimer must be in writing and conspicuous.
45
What must a buyer do according to UCC Section 2-607(3)(a) when discovering a breach?
Notify the seller of any breach of warranty within a reasonable time after discovering or should have discovered the breach ## Footnote Failure to provide timely notice bars the buyer from any remedy for the breach.
46
What does UCC Section 2-318 address?
Third Party Beneficiaries of Warranties ## Footnote It extends a seller's warranty to certain third parties, not just the original buyer.
47
List the basic elements of warranty that must be met.
* Did Seller make a warranty? * Are the basic elements of warranty met? * Was the warranty effectively disclaimed? * Is there a privity problem? * What did the warranty promise? * Did Seller breach the warranty? * How did Buyer react to the breach? * What remedies are available to Buyer? * Did the breach cause Buyer’s injury? * Did Buyer give notice to Seller of the breach? * Did the contract limit Buyer’s remedy? * Can Buyer prove the fact and extent of his damages?
48
What does UCC Section 2-607(4) outline?
Remedies available to a buyer for breach of warranty ## Footnote Remedies can include return of the purchase price, repair of the goods, or reimbursement for other expenses.
49
True or False: UCC Section 2-609 allows a party to demand assurance of performance without reasonable grounds for insecurity.
False ## Footnote A party must have reasonable grounds for insecurity to demand assurance.
50
In the context of anticipatory repudiation, what can the aggrieved party do according to UCC 2-610?
Await performance for a commercially reasonable time or resort to any remedy for breach ## Footnote This applies when the loss of the repudiated performance substantially impairs the value of the contract.
51
What must a seller do if their ability to perform is only partly affected by an event?
Allocate production and deliveries among customers ## Footnote This is outlined in UCC Section 2-615(b).
52
What does UCC Section 2-615 state regarding impracticability?
Performance is not a breach if made impracticable by an event the nonoccurrence of which was a basic assumption of the contract ## Footnote The seller must not have assumed the risk of the event.
53
Fill in the blank: Under UCC, the formula for Expectation Damages is __________.
Loss in value + other loss - cost avoided - loss avoided ## Footnote This formula helps determine the financial impact on the injured party.
54
What must a buyer do under UCC 2-615(c) if the seller notifies them of a delay or non-delivery?
Terminate the contract or modify it by taking their quota in substitution ## Footnote This provides the buyer with options when faced with non-delivery.
55
What happens if a party fails to provide adequate assurances after a justified demand is made?
It constitutes a repudiation ## Footnote This is outlined in UCC Section 2-609(4).
56
What is the consequence of anticipatory repudiation in a contract where one party has fully performed?
The anticipatory repudiation doctrine does not apply ## Footnote The other party must wait until payment is due to sue.
57
What did the court determine in By-Lo Oil Co. v. ParTech, Inc. regarding By-Lo's grounds for insecurity?
No reasonable jury could hold for By-Lo on this issue ## Footnote This was based on ParTech's good track record and the lack of immediacy.
58
What is the potential outcome if a buyer does not give notice to the seller of a breach?
The buyer may lose the ability to sue for damages related to the defect ## Footnote Timely notice is critical to preserve legal rights.
59
In the example of Canadian Industrial Alcohol v. Dunbar Molasses, what was a key question regarding Dunbar's performance?
Was Dunbar discharged from its duty to deliver the remaining molasses? ## Footnote This depended on whether the reduction of output was a basic assumption of the contract.
60
What is the role of UCC Section 2-614 in a contract regarding shipment and delivery?
Requires parties to make alternative arrangements for shipment and delivery of goods ## Footnote This can be necessary in cases of impracticability.
61
What happens if a buyer's notice of breach is not provided within a reasonable time?
The buyer is barred from any remedy for the breach ## Footnote This underscores the importance of timely communication.

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