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Tangible, movable personal property
Transfer of title to goods from seller to buyer for a price
A transfer of rights to possession & use of goods in return for consideration
Leases by a merchant to an individual who leases for personal, family, or household purposes
Special type of lease transaction generally involving three parties: (1) Lessor; (2) Supplier; (3) Lessee
Governed by Article 2 of UCC
Governed by Article 2A of UCC
Purposes of UCC Articles 2 and 2A
To modernize, clarify, simplify, and make uniform rules regarding sales and leases.
Good Faith Principle
UCC requires all sales and leases to be performed w/ honesty in fact. (GF also requires merchants to observe reasonable commercial standards.
Special UCC Provisions
- Definiteness of an Offer
- Irrevocable Offers under the UCC
- Variant Acceptances
- Manner of Acceptance
- Statute of Frauds
Definiteness of an Offer
UCC provides standards by which missing essential terms may be supplied for sales of goods (open terms provision)
Irrevocable Offers under the UCC
UCC recognizes both option contracts & firm offers.
The inclusion of different or additional terms in an acceptance is addressed by focusing on the intent of the parties ("battle of the forms provision")
Manner of Acceptance
An acceptance in any reasonable manner is effective when sent
- 1.) Contract Modification - a.) UCC contracts may be modified w/out new consideration if made in good faith. b.) Writing requirment applies for K's if K price is still over $500 after the modification (if so, modif must be in writing too)
- 2.) Firm Offers - Are not revocable for lack of consideration
Statute of Frauds
UCC Ks priced at $500 or more must be evidenced by a signed writing to be enforceable.
UCC "Battle of Forms"
- Return reply can have additional requirements/terms and still be valid. Must ask:
- 1.) Has contract been formed?
- 2.) What are the terms? (additional or different)
Has K been formed (battle of forms)?
- If the acceptance is definite and unconditional,
- then a K has been formed.
What are Additional Terms of K? (Battle of Forms)
- Additional Terms:
- Between Merchants – becomes part of the K unless: (1) The offeror objects w/in a reasonable time, or (2) Materially changes the bargain.
- Not between merchants – does not become part of
- the K; a “mere suggestion”
What are Different (Conflicting) Terms of K? (Battle of Forms)
- 1.) Some States – the terms of the offer control
- 2.) Other States – look to the UCC for guidance, If the UCC does not address the issue, then look to prior dealings, trade usage, industry custom, etc. for guidance.
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