UCC Differences

Question 1

3rd Party Rights

Answer 1

Assignment - After notice of assignment Assignor and Obligor can modify contract if in good faith.

Delegation - Obligee can demand assurance of performance from delegee.

Question 2

Anticipatory Repudiation

Answer 2

Innocent party can make written demand for assurance of performance and suspend services until assurance is received. If not received innocent party can sue for breach.

Question 3

Risk of Loss

Answer 3

Generally placed on party best insured against it.
Merchant - risk passes upon receipt of goods
Non-Merchant - risk passes upon tender of delivery
If location not mention, risk passes when delivered to carrier.

Question 4

Mercantile Terms

Answer 4

FOB place of shipment - buyer has risk when delivered to carrier

FOB place of destination - seller has risk to destination

FAS - buyer has risk when placed along side of vessel.

CIF/CF - price includes cost/freight/insurance, buyer has risk if lost in transit

No arrival No sale - Seller has risk of loss

Question 5

Perfect Tender Rule

Answer 5

If goods fail to conform in any respect the buyer can reject or accept the whole, or accept some and reject some.

Question 6

Buyer Rejects

Answer 6

Must be timely after delivery.

Merchant - must follow any instructions provided by seller, if perishable must make reasonable effort to sell.
Non-Merchant - must hold for reasonable time for seller to pickup.

Question 7

Seller’s Right to Cure

Answer 7

If time for performance not expired seller can notify buyer of intent to cure, this suspends buyers remedies.

If time for performance has expired, seller can have reasonable time to cure.

Question 8

Methods of Acceptance

Answer 8

1) Buyer accepts after opportunity to inspection
2) Buyer does not reject.
3) Buyer acts inconsistently with seller’s rights.

Question 9

Remedies

Answer 9

Buyer Prior to Acceptance - 1) Cancel, 2) Recover any Deposit, 3) Specific Performance/Replevin, 4) hold nonconforming goods as security, 5) Sue for difference between value of goods accepted and warranted

Buyer After Acceptance - Liable for contract price less damages for defect.

Seller Prior to Acceptance - 1) Cancel, 2) Not Deliver, 3) Stop transit of goods, 4) Resell and recover damages, 5) Recover damages for nonperformance 5) Sue for price when resale not available

Seller After to Acceptance - 1) Sue for price of goods plus incidental damages, 2) reclaim goods.

Question 10

Statute of Limitations

Answer 10

4 years from when breach occurs.