UCC Defenses to Contract Enforcement

Question 1

Statute of Frauds

Generally

Answer 1

Under the UCC, if the contract is for the sale of goods whose price is $500 or more, then the contract must be in writing and signed by the chraged party otherwise the contract is not enforceable.

Question 2

Statute of Frauds

$500; Writing; SIgned; Charged

Answer 2

Under the UCC, if the contract is for the sale of goods whose price is $500 or more, then the contract must be in writing and signed by the chraged party otherwise the contract is not enforceable.

1. $500 - threshold is measured by including any subsequent modifications; works both ways
2. In writing - sufficient to indicate that theparties entered into a contract; OK even if omits/incorrectly states a term
3. Signed - any sybol with intention to accept a writing
4. Charged Party - party against whom enforcement is sought
5. Quantity - quantity term required for k to be enforceable

Question 3

Statute of Frauds

Merchant Confirmation Memo

Answer 3

Under the UCC, if

(i) party sends other party written confirmation of oral agreement within a reasonable time,
(ii) memo is sufficient to bind sender under SoF,
(iii) recipient had reason to know of the confirmation’s contents,
(iv) and did not object within 10 days of receipt,

then recipient is bound (cannot raise SoF defense).

Question 4

Statute of Frauds

Writing Not Required

Specific Goods; Court Admission; Performance

Answer 4

Under the UCC, if seller (made)/(obtained) goods specifically for the buyer, the goods are unsuitable to other buyers in seller’s ordinary course of business, and seller made (substantial beginnings in their manufacture)/(commitments for their purchase), then no writing is required.

Under the UCC, if a party admits in pleadings or testimony that a contract was made, then a no writing is required however the contract is only enforceable up to the quantity admitted.

Under the UCC, if buyer receives and accepts the goods or pays for the goods, then no writing is required however the contract is only enforceable up to the quantity accepted or paid for.

Question 5

Unconscionability

Answer 5

Under the UCC, if a contract/term is so unfair that no reasonable person in the position of the party would have agreed to it, then it is deemed unconscionable and the court may modify or refuse to enforce the contract/term.

* Boilerplate - look for unfair boilerplate provisions that are inconspicuous, hidden, or difficult to understand

* Adhesion - look for take-it-or-leave it k while one party has superior bargaining power