UCC Generally Flashcards
UCC 2-102: Scope of the UCC
Applies to transactions in goods, and to hybrid transactions (if 2022 amendments, all part with goods. If before, only if goods predominate)
What is a good
Moveable at the time of the sale. If you dropped it on your foot it would hurt
Goods must be — and — before an interest can pass
Existing, identified
Goods not identified or existing
Future goods
Predominant purpose test
1) language of the contract
2). Nature of the business of the supplier
3) reason for the contract
4) amounts paid for goods and services, respectively
2-202: Parol Evidence
Terms in the final agreement cannot be contradicted by evidence of a prior agreement but can use course of performance, course of dealing, usage of trade
And evidence consistent additional terms unless court finds the record to have been intended as a complete and exclusive statement of the terms of the agreement
What is required for acceptance under the UCC and how does it differ from the common law?
Acceptance can be given in any manner sufficient to show agreement. There can also be a contract even if one or more terms is left open.
Under the common law, acceptance is construed more tightly, and missing terms defeat the existence of a contract
True of False: terms may be left open in a contract under the UCC
True
Which term must be present under the UCC?
Quantity
What is a firm offer?
2-205: only applies to merchants. A signed and written record which holds open an offer is not revocable for lack of consideration
How does a firm offer differ from the common law?
An option contract needs consideration to be binding under the common law
How long does a firm offer remain open?
A reasonable time not to exceed three months
a firm offer must be in writing and signed unless
There is consideration
True or False: an agreement modifying a contract needs consideration under the UCC
False. According to 2-209, a contract needs no consideration to be modified
Good faith defined
2-103: if merchant, honesty in fact and observance of the reasonable commercial standards of fair dealing in the trade
