VA Sales Essays Rule Statements Flashcards
An individual entrusting possession of goods to a merchant who deal in good of that kind
gives the merchant the power to transfer all rights of the entruster to a buyer in the ordinary course of business
a thief of goods can never
pass good title
Virginia law allows revocation of acceptance as a remedy for the buyer if
the buyer accepted the goods on a reasonable belief that the defect would be cured and it has not been, or if the buyer accepted them because of the difficulty of discovering the defect or because of the seller’s assurance that they conformed to the contract, must be in a reasonable time after acceptance and must not have substantially changed
exception to SOF for goods $500 or more
1) good are to be specially manufactured for the buyer
2) not suitable for sale to others in the ordinary course of business, and
3) the seller has made a substantial beginning of their manufacture or commitments for their procurement
when reasonable grounds for insecurity arise with respect to the performance of either party in a contract, a party may
demand adequate assurance of performance in writing, may suspend performance until he receives such assurance, if commercially reasonable, if don’t get one in 30 days contract is repudiated
a contract does not fail for indefiniteness if
the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy
seller can stop a shipment of goods in transit when
a buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before a delivery
seller can sue for contract price of goods plus incidental damages if
he is unable to resell them at a reasonable price
when a contract does not specify a method of acceptance, acceptance may be made
by any reasonable means
a revocation is effective when
it is received
if an offeror can reasonably expect that an offeree will rely to his detriment on an offer,
the offer is irrevocable for a reasonable length of time
fraudulent misrepresentation
asserting information he knows is untrue
if a party induces another to enter into a contract by using fraudulent misrepresentation
the contract is voidable by the innocent party if she justifiably relied on the misrepresentation
implied warranty of merchantability
implied in every contract for sale of goods by a merchant, fit for the ordinary purpose that such goods are used for
merchant
someone who regularly deals in goods of the kind sold or holds himself out as having special knowledge of the goods sold
express warranty
affirmation of fact or promise mad eby the seller to the buyer, if it is part of basis of bargain
under UCC, a buyer may reject a delivery if
it fails to conform to the contract in any way
a buyer may revoke her acceptance of goods if
they have a defect that substantially limits their value and she acepted them because of the difficulty of discovering defects
under UCC, a buyer who reject noncomforming goods can recover
either the difference between the contract price and the market price or the difference between the contract price and the cost of replaxement goods
keep goods but prove a breach of warraanty
recover warranty damages, difference between the value of the goods as delivered and the value they would have had if they had been according to the contract, plus incidental and consequential, must notify seller of defect
if a buyer sends a written purchase order that has the buyer’s name printed on it
it may be treated as signed if the buyer intended to be bound by the order
between merchants, any nonmaterial additional or different terms in the acceptance or confirmatory memoranda to which the offeror does not object within a reasonable time after he receives notice
will be included
a clause negating standard warranties constitutes a term that
materially alters a contract, so it’s an additional term proporsal and doesn’t become part of it unless separately eaccepted
when the buyer refuses to accept goods, the seller is entitled to recover
the difference between the contract price and the market price as of the time of delivery, plus incidental damages
anticipatory repudiation
a party to a contract indicates he won’t perform through his words, actions, or circumstances
if anticipatory repudiation, the other party may
await performance by the other party for a commercially reasonable time, resort to any remedy for breach, or suspend his own perofrmance
incidental damages for a buyer typically
relate to costs of handling rejected goods
what makes a contract
offer, acceptance, consideration
offer
communciation that creates a reasonbbale expectation in the offeree that hte offeror is willing to enter into a contract (specific price, quantity, delivery)
acceptance
manifestation of asset to the terms of the offer
when an acceptance includes terms in addition to those in the offer
the terms of the offer control unless both parties are merchants
when the acceptance includes different terms from teh offer
knock each other out and use article 2 rules to fill in missing terms, if no provision, look to course of performance
in an installment contraxt, if a waiver is not supported by consideration and there is no detrimental reliance on the waiver,
the beneficiary of the waived condition can insist on strict compliance with the terms of the contract for future installemtns by giving notice that he is revoking the wiaver
warranty of fitness for particular purpose
seller has reason to know of particular purpose and the buyer is relying on the seller or lessor’s skill or judgment to furnish suitable goods
as is
in writing and conspicuous, all implied warranties are excluded
to show breach of implied waranty of merchantagbility
1) existence of a warranty
2) warranty was broken
3) breach was a proximate cause of the loss
methods for disclaiming implied warranties
refusal to inspect the goods before entering a contract
