VIrginia UCC 2 Sales Flashcards
Statute of Limitations: Oral Contract
The statute of limitations for an action based on this kind of contract is three years
When can a party taking nonsuit refile?
Refiling after this must be done within the later of 1) six months after entry of the granting order; or 2) the original statute of limitations
When does the statute of limitations begin to run?
This begins to run upon breach of the contract
Statute of Limitations - Claims based on UCC contracts for the sale of goods must be brought within how many years?
These types of claims typically must be brought within four years
How may a contract adjust the statute of limitations to bring an action?
This may be adjusted in a contract to between 1-4 years (not to exceed four years, not to be less than one)
If a confusion of goods (impossible to ascertain share from contributors) is innocent, how are contributors treated?
Contributors are treated as having equal share of the goods if this occurs:
If a confusion of goods (impossible to ascertain share from contributors) is wrongful, how are contributors treated?
Contributors have the burden of establishing their share of goods, or else goods are allocated among innocent contributors if this occurs:
For UCC contracts, the default statute of limitations begin to run when?
The four-year default statute of limitations begins to run when a defect is found for these types of contracts
For the purpose of a breach of warranty action for the sale of goods, the statute of limitations begins to run when?
The statute of limitations begins to run when goods are delivered for this purpose
What damages may a buyer who accepts non-conforming goods receive?
This person may keep non-conforming goods and recover damages for any loss resulting from breach (incl. lost profits)
In an installment contract, late goods may:
These may only be rejected if late delivery “substantial impairs value” of this
What damages may a buyer receive for rejecting goods for lateness?
This person may receive difference between market value and contract price, plus lost profits
If a contract does not set a specific time for performance, it must be performed when?
If this is not specified, the contract must be performed within a reasonable period of time.
Parties to sale contracts may use what type of terms?
These may use terms generally accepted in trade usage when such terms should be reasonably understood.
A party may do what for an installment contract if the value is substantially impaired?
If this occurs, a buyer may cancel the installment contract so as to stop receiving future installments, if notice is given and done within a reasonable time
When entitled to damages for breach of contract for late delivery, the party must:
When this occurs, the party must mitigate damages (keep and attempt to sell) unless assurances were made that the delivery was coming/contract was to be fulfilled.
Article 2 of the UCC applies to:
This applies to transactions in goods regardless of whether seller/buyer is in business of buying/selling
Sale is defined as:
This is a contract under which title to goods passes from seller to buyer for price
Goods are defined as:
These are all things movable at time identified to be sold under contract between buyer/seller
If severance is done by seller, Ar. 2 applies to:
If this occurs, then sale of structures to be removed from land, minerals are this:
Regardless of who severs, Ar. 2 applies to:
Regardless of who does this, the sale of growing crops/timber separate from sale of land or fixtures that can be severed w/out material harm to land
A merchant is defined as:
This is a person who deals in kinds of goods involved in transaction or holds himself as one with special knowledge/skill concerning practices/goods involved in transaction
Good faith for seller versus a merchant:
For this person, it is to behave in a way believed to be honest (subject standard); for this person, it is observance of reasonable commercial standards of fair dealing (objective standard)
Insolvency is this:
This occurs when a party 1) cannot pay debts when due, 2) has ceased to pay its debts, or 3) has liabilities that exceed assets
The law of the forum state applies to a transaction if:
This applies if the transaction bears an appropriate relationship to the law of forum; parties may agree to applicable law as long as choice of law bears relationship to transaction
Merchant’s firm offer, or a merchant’s offer is irrevocable if:
This is irrevocable (for reasonable time not exceed 3 months) if 1) made with words of firmness, 2) in writing, 3) authenticated/signed by merchant
Parties must intend a contract for these to not impede and cannot have too many of these:
Omitted terms for contract may be permitted if:
Price may be this if an omitted term:
This may be reasonable price at time of delivery; can be set by a party if other party at fault for failure to fix it - must be reasonable and set in good faith
Quantity must be this if an omitted term:
CANNOT be omitted (except output/requirement contracts cause objectively determinable); certain or capable of being made certain these terms must be specified or contract fails
The form of acceptance generally is:
This is generally any reasonable manner or medium
An offer to buy goods for immediate shipment is accepted by:
This is accepted by prompt shipment or promise to ship; nonconforming goods = acceptance & breach unless notifies buyer that accommodation is counteroffer; beginning performance reasonable but must notify offeror of performance
If at least one party is nonmerchant:
If this is present, additional/different terms are not part of contract original offeror expressly assents; if offeree conditions acceptance on other terms, this is counteroffer
If both parties are merchants:
If this is present, additional term in acceptance becomes part of contract unless 1) term material alters contract, 2) offer expressly limits acceptance to terms of offer or 3) offeror objects to term within reasonable time
If additional term in acceptance does not become part of a contract, this still occurs:
A contract is still formed with original terms controlling when this occurs:
Goods offered in lots are considered this:
Each lot of these are considered a separate sale
Completing a sale at auction occurs:
This occurs at the fall of the hammer, with auctioneer’s choice for contemporaneous bids
Defense to Contract Formation (generally):
These generally are the Statute of Frauds (unenforceable) or unconscionability
Writing requirement for the Statute of Frauds defense:
For this, the writing need not be in single document nor use formal language
Any symbol adopted w/ intention to accept writing is this (letterhead):
This is a signature of “party to be charged” for Statute of Frauds
A contract conforming with the SOF is not enforceable beyond what?
This is not enforceable beyond written quantity term
A contract of $500 or more is judged as modified for SOF if:
This is judged as modified if contract modified above/below amount
A merchant who fails to object within 10 days of receipt of this is what?
When a merchant sends a confirmatory memo for this, it is binding upon?
When is a writing not required under Article 2 for SOF enforcement?
This is not required when for court admission, for performance to extent goods are received and accepted/paid for, or for spec. manufactured goods unsuitable to another buyer in ordinary course of business where seller has made substantial beginnings in manufactured goods/commitments for purchase of goods
Asserting the unconscionability defense requires:
This is a contract/terms that is so unfair to one party at time of contract entered into that no reasonable person in position of that party would have agreed to it matter of law for court to decide
Contract modification may be done by agreement of parties when:
For this to occur, only good faith is required; consideration is not; and SOF can apply to contract once it occurs
Parties may prohibit oral modification of a written contract, but if one party is merchant and prohibition is on form supplied by merchant:
For this to be effective, it must be separately signed by nonmerchant
An invalid oral modification can operate as this:
This may operate as waiver, which may be withdrawn if not materially relied upon
Where destruction or injury to identified goods occurs w/out fault of either party:
Before risk of loss passes to buyer & total destruction - contract avoided; before risk of loss passes to buyer & partial destruction - contract avoided or buyer elects to take at reduced price; after risk of loss passes to buyer - seller may demand performance by buyer
When failure of agreed upon method of transportation without fault of either party occurs:
When this occurs, any commercially reasonable delivery method may be used and must be accepted (modifies contract vs. excusing performance)
Impracticability modifies/excuses performance of contract when:
This is an occurrence of circumstance that both parties impliedly assumed would not occur and circumstance has material effect on seller’s ability to perform (think unforseen natural disaster, war, strike, embargo)
Commercial impracticability is:
This is the mere increase in cost, and is not sufficent
Failure of a particular source of supply specified in a contract does this:
When this occurs, performance is discharged for impracticability
If seller’s partial inability to perform is due to deficiency in supply:
Seller must allocate available supply between customers (can include reg customers not under contract) in fair and reasonable manner; BUT buyer can terminate contract if prospective this substantial impairs value of contract
Anticipatory repudiation is:
This is the party’s statement of unwillingness to perform or failure to give performance assurance
