Ucc Sales Flashcards
What are the requirements for express warranty?
Express warranty is created by any description of goods which is made part of the basis of bargain.
No need for intent, reliance.
What qualifies as description of goods made part of the basis of the bargain?
Affirmation of facts - manual/brochure/catalogs handed to the buyer if purchased model does not differ from the one in catalog.
What happens if acceptance has additional terms between merchants?
Any additional terms in acceptance will be treated as proposals for additions to the contract.
If acceptance has different terms than the offer, will lead to court “knock-out” of conflicting terms in both documents and substituting any relevant gap-filling terms in their place.
Requirements for effective disclaimer?
Must be conspicuous - cannot be the same font, size as rest of contract.
For merchantability- must include word ‘merchantability’ or “as it is”, “with all faults”
What is installment contract?
An “installment contract” is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause “each delivery is a separate contract” or its equivalent.
When buyer can reject installment delivery?
The buyer may reject any installment which is nonconforming if
(1) the nonconformity substantially impairs the value of that installment and cannot be cured, or
(2) if the nonconformity is a defect in the required documents;
BUT if the nonconformity does not substantially impair the whole contract (there is a breach), and the seller gives adequate assurance of its cure the buyer must accept that installment.
When there is a breach in installment contract?
Whenever nonconformity or default with respect to one or more installments substantially impairs the value of the whole contract there is a breach of the whole.
When breached installment contract is reinstated?
The aggrieved party reinstates the contract if
(1) he accepts a nonconforming installment without seasonably notifying of cancellation, or
(2) if hebrings an action with respect only to past installments or demands performance as to future installments.
When contract is unenforceable because of Statute of Frauds?
Contract for sale of goods for more than $500 when not in writing, and not signed by a party against whom its enforced.
Contract for sale if goods $500 up between merchants, when not in writing?
Enforceable if:
(1) writing in confirmation of the contract and sufficient against the sender is received;and
(2) the party receiving it has reason to know its contents, it satisfies the requirements for written contract, unless written notice of objection to its contents is given within ten days after it is received.
Which contracts that do not satisfy statue of frauds requirements ($500 up in writing and signed) will be nonetheless enforceable?
- Between merchants: writing in confirmation of contract and party receiving it has reason to know its content.
- Specially manufactured goods and not fit for sale in ordinary course of business: if before receiving repudiation the seller made either a substantial beginning of their manufacture or commitments for their procurement.
- Contract admitted in pleading by party against who enforcement is sought: contract enforceable only to the quantity of goods admitted.
- Paid goods, accepted goods: in respect to goods for which payment has been made and accepted or which have been received and accepted
How is contract formed under UCC?
Any manner sufficient to show agreement, including conduct by both parties which recognizes existence of a contract.
What is required for contract not to fail for indefiniteness?
One or more terms left open but the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
When additional terms in acceptance won’t become part of the contract between merchants?
- Offer expressly limits acceptance to its terms.
- The additional terms materially alter the contract.
- Notification of objection to additional terms - received within reasonable time.
Will contract not in writing be enforceable based on conduct of parties? What will be the terms?
Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract.
In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this act.
