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Scope/Applicable Law (sales)
UCC Article 2 - applies to sale of goods. Goods are anything movable at the time of the contract
Merchans is a person who regularly deals in goods of the type sold or holds themselves out as having skill or knowledge peculiar to practices or goods invovled.
Valid Contract Formed (Sales)
Any definite expression of agreement, including conduct, that shows an intention to contract is sufficient.
Even if some terms are left open, a contract for the sale of goods will not fail.
A contract will not be enforced for more than the quantity specifice. Quantity is an essential term.
Where the parties communications do not reflect agreement, a contract may be formed by conduct, by delivery and accpetance of goods, or by payment and acceptance.
Between merchants, a confirmatory memorandum sufficient to bind the sender will bind the recpicient if: (1) it is sent within a reasonable time; (2) the recipient had reason to know its content; and (3) the recipient does not object wihtin 10 days of reciept.
Statute of Frauds (Sales)
To be enforcable, contracts for sale of goods for $500 or more must be evidenced by a signed writing.
Terms of the contract
Between merchants, additional terms become part of the contract unless: (i) they materally alter the original contract, (2) the offer limits acceptance to its terms; (3) the offeror objects within a reasonable time
Parol Evidence rule - final terms may not be contradicted by evidence of any prior agreement, but can be explained by course of performance, course of dealing, and usage in trade.
Course of dealing consists of a sequance of pervious conduct between the parties to a particular transaction, which is fairly to be regarded as establishing a common basis of undertstanding for interpreting their expression and other conduct
Talks about Price, quantity, delivery
Modification of a contract for ale of goods does not require consideration to be binding, but does require good faith.
A written confirmation of an oral agreement that states different or add'l terms is deemed to be a proposal to modify the agreement. Between merchants, add'l terms in such a confirmation mondify the contract unless they are material or the other party objects to them within a reasonable time. Sales Ks can be modified without add'l consideration
A single installment can be rejected only if the nonconformity substantially impairs the value of that installment and cannot be cured. An entire installment contract can be canceled only if the nonconforming installment substantially impairs the value of the whole contract.
To be conforming, goods must comply with express terms of the contract and any implied warranties.
In a single delivery contract, under the perfect tender rule, the buyer can inspect and reject a tender of delivery for failing to conform in any respet to the contract. The "perfect tender rule" does not apply to installment contracts.
Acceptance of goods occurs when the buyer indicates acceptance or does not act inconsidten with the seller's ownership of goods. Acceptance obligates the buyer to pay for accepted goods.
The seller has a duty to tender conforming goods or cure before time for performance has lapsed.
The bueyr has a duty to inspect, accept, and pay for conforming seeds.
The right to revoke acceptance: the defect must materially impair the value of the goods, and the goods must have been accepted on a reasonable belief that the defect would be cured or because the defect was difficult to discover.
The buyer must give notice of revocation withint a reasonable time after discovering the nonconformity.
Undelivered/rejected goods: cover damages - cover price minus contract price, plus consequential and incidental damages, minus expense
Consequential dmgs - only if dmgs could not be provented, and seller would have reason to know
Seller is entitled to contract rate for all goods accepted.
Wrongful rejection - seller gets dmgs of difference between contract price and marker price of rejected goods
Buyer warranty damages - difference of value of goods as warranted minus value of goods delivered, plus concequention aond incidental, minus expenses.
- Created by:
- (1) any affiration of fact or promise made by the seller to the buyer
- (2) any desription of the goods
- (3) any sample or model,
if the statement, description, sample, or model, is part of the basis of the bargain.
Warranty of merchantability
Implied in every sale by a merchant who deals in goods of a kind sold. Goods must be fit for their ordinary purposes.
Disclaimer of warranties
Words creating express warranty and those negating an express warranty will be construed as consistent with one another, and negation is inoperative to the extent that it is unreasonable.
Disclaimer of warranty of merchantability must mention merchantability and be conspicuous.
Disclaimer of waarranty of fitness for a particular purpose must be written and conspicuous.
Limitation of Remedies (Sales)
Must be conscionable.
Limitation against consequetional damages for personal injuries is presumptively unconsciounable.
A buyer of rejected goods must hold the goods with reasonable care for seller for a time sufficent for the seller to remoe them.
A merchant buyer must (1) follow the seller's reasonable instructions, and (2) sell goods if they are perishable. If there are no instructions from the seller, the buyer may reship, store, or resell the goods.
Right to cure (Sales)
Before performance is due, the seller has an absolute right to cure. After performance is due, the seller has a reasonable time ot cure upon notice to the buyer if the rejection was a surprise to the seller.