Uniform Commercial Code - Straight Code Verbiage Flashcards
UCC Article 2 concerns ONLY the
UCC Article 2 concerns ONLY the sale of GOODS - tangible, moveable objects at the time of identification of the contract - does not apply to land, employment, services, stocks or money (unless you are a coin collector)
If something is not covered by UCC Article 2 then it is regulated by
If something is not covered by UCC Article 2 then it is regulated by COMMON LAW
The Uniform Commercial Code (UCC) is
The Uniform Commercial Code (UCC) is a statute adopted by the legislatures of 49 states AND is binding on courts, superseding any CL rules that are inconsistent with its provisions
The Uniform Commercial Code (UCC) is adopted by ____ states.
The Uniform Commercial Code (UCC) is adopted by 49 states (except Louisiana)
The Restatement is
The Restatement is a good “authority” from which courts often adopt its provisions as the law. When a state appellate court is deciding what doctrine to follow, the Restatement is likely considered to be a safe option.
Lousiana uses what code instead of the UCC
the Napoleonic Code
Who created the Restatement
the American Law Institute (ALI), a private nonprofit select group of practicing lawyers, judges, and law professors
UCC § 1-103 (b) Supplementary General Principles of Contract Law Applicable
UCC § 1-103 (b) Supplementary General Principles of Contract Law Applicable
Unless displaced by the particular provisions of the Uniform Commercial Code, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause supplement its provisions.
UCC § 2-102. Scope; Certain Security and Other Transactions Excluded From This Article.
UCC § 2-102. Scope; Certain Security and Other Transactions Excluded From This Article.
Unless the context otherwise requires, this Article applies to transactions in goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this Article impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.
UCC § 2-105. Definitions: “Goods”
UCC § 2-105. Definitions:
“Goods” (1) “Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Article 8) and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (Section 2-107).
UCC § 2-106. Definitions: “Contract”; “Agreement”; “Contract for sale”; “Sale”; “Present sale”;
UCC § 2-106. Definitions: “Contract”;”Agreement”; “Contract for sale”; “Sale”; “Present sale”;
(1) In this Article unless the context otherwise requires “contract” and “agreement” are limited to those relating to the present or future sale of goods. “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time. A “sale” consists in the passing of title from the seller to the buyer for a price (Section 2-401). A “present sale” means a sale which is accomplished by the making of the contract
§ 2-706 Seller’s Resale Including Contract for Resale
§ 2-706 Seller’s Resale Including Contract for Resale
(1) Under the conditions stated in Section 2-703 on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this Article (Section 2-710), but less expenses saved in consequence of the buyer’sbreach.
(2) Except as otherwise provided in subsection (3) or unless otherwise agreed resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that thegoodsbe in existence or that any or all of them have been identified to the contract before the breach.
(3) Where the resale is at private sale the seller must give the buyerreasonable notification of his intention to resell.
(4) Where the resale is at public sale
(a) only identified goods can be sold except where there is a recognized market for a public sale of futures in goodsof the kind; and
(b) it must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyerreasonable notice of the time and place of the resale; and
(c) if the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goodsare located and provide for their reasonable inspection by prospective bidders; and
(d) the seller may buy.
(5) A purchaser who buys in good faith at a resale takes the goods free of any rights of the original buyer even though the sellerfails to comply with one or more of the requirements of this section.
(6) The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (Section 2-707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his security interest, as hereinafter defined (subsection (3) of Section 2-711).
§ 2-710 Seller’s Incidental Damages
§ 2-710 Seller’s Incidental Damages
Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer’sbreach, in connection with return or resale of the goods or otherwise resulting from the breach.
§ 2-718 Liquidation or Limitation of Damages: Deposits
§ 2-718 Liquidation or Limitation of Damages: Deposits
(1) Damages for breach by either party may be liquidated in the agreementbut only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.
(2) Where the seller justifiably withholds delivery of goods because of the buyer’sbreach, the buyer is entitled to restitution of any amount by which the sum of his payments exceeds
(a) the amount to which the selleris entitled by virtue of terms liquidating the seller’s damages in accordance with subsection (1), or
(b) in the absence of such terms, twenty per cent of the value of the total performance for which the buyer is obligated under the contract or $500, whichever is smaller.
(3) The buyer’s right to restitution under subsection (2) is subject to offset to the extent that the sellerestablishes
(a) a right to recover damages under the provisions of this Article other than subsection (1), and
(b) the amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
(4) Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection (2); but if the seller has notice of the buyer’s breach before reselling goods received in part performance, his resale is subject to the conditions laid down in this Article on resale by an aggrieved seller (Section 2-706).
§ 2-719 Contractual Modification or Limitaiton of Remedy
§ 2-719 Contractual Modification or Limitaiton of Remedy
(1)Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damages,
(a) the agreement may provide for remedies in addition to or in substitution for those provided in this Article and may limit or alter the measure of damages recoverable under this Article, as by limiting the buyer’s remedies to return of the goodsand repayment of the price or to repair and replacement of non-conforming goods or parts; and
(b) resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
(2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this Act.
(3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goodsis prima facie unconscionable but limitation of damages where the loss is commercial is not.
