Unconscionability, Identification of Goods, ROL, Delivery Term Flashcards
What is the primary purpose of this chapter on Terms of the Contract?
To expose law students to legal terminology used in trade and practices under the Uniform Commercial Code.
What historical perspective is provided regarding missing terms in contracts?
In the 19th and early 20th centuries, courts typically found no enforceable agreement if a major term was missing.
How did the approach to missing terms in contracts change in the 20th century?
Courts became more willing to imply reasonable terms to save the contract.
What sections of the Uniform Commercial Code provide statutory guidance for gap-filling in contracts?
§§2-305 to 2-311.
What is an adhesion contract?
A contract where one party must adhere to the will of the stronger party.
Who proposed the idea that there is no specific assent to boilerplate clauses?
Karl Llewellyn.
What are the two types of unconscionability identified by Arthur Leff?
- Procedural unconscionability * Substantive unconscionability
What is the focus of Professor Margaret Jane Radin’s book ‘Boilerplate: The Fine Print, Vanishing Rights, and the Rule of Law’?
The comparison between negotiated contracts and those dictated by one party.
What does Professor Radin suggest regarding harmful boilerplate clauses?
They should be treated as an intentional tort resulting in punitive damages and attorney fees.
What is the general policy favoring early identification of goods found in?
Official Comment 2 to §2-501.
Under the UCC, when does the risk of loss pass from seller to buyer if the seller is a merchant?
On the buyer’s actual receipt of the goods.
What is a shipment contract?
A contract where the seller only needs to get the goods to the carrier, and the buyer takes the risk of loss.
What is a destination contract?
A contract where the goods must be delivered by the carrier before the risk passes from seller to buyer.
What is the presumption made by Article 2 regarding shipment and destination contracts?
A shipment contract is regarded as the normal one, with destination contracts as the variant type.
What does C.I.F. stand for, and what does it indicate?
Cost, Insurance, and Freight; it indicates a shipment contract.
What does F.O.B. always require in a contract?
It must be followed by a named place.
In terms of risk of loss, what does it mean if the named place in an F.O.B. term is the seller’s warehouse?
It indicates a shipment contract.
What is the significance of §2-302 in the Uniform Commercial Code?
It addresses the issue of unconscionability in contracts.
What does the general rule state about the transfer of risk of loss under the UCC?
Absent contrary agreement, risk of loss passes to the buyer on actual receipt of the goods if the seller is a merchant.
What does the abbreviation F.A.S. mean?
Free Alongside Ship.
Fill in the blank: The UCC’s provisions on risk of loss, casualty to goods, and damages frequently draw distinctions based on whether the goods have been _______.
identified as the specific goods to which the contract refers.
