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UCC 2 over sale of goods and goods = moveable thigns at time of sale
persons who regularly deal in goods of the type sold or who hold themselves out as having skill or knowledge peculiar to the parctices or goods involved
any definite expression of acceptance, incuding conduct, shows intention to K is sufficient. Between merchants, additional terms become part of K unless materially alter K, offer limits acceptance of its terms, or objects in reasonable time. Even if some terms left open, K for sale of goods wont fail. K will not be enforced for more than the quantity specified. Essential term. When parties communication don't reflect K, K may be formed by conduct by delivery and acceptance of goods or by payment and acceptance.
statute of frauds
sale of goods over 500 dollars. signed writing. confirming memo will bind if sent in reasonable time, recipient had reasons to know tof content, and no objection in 10 days. or, by perofrmance or with special goods
Terms of K?
additional terms unless materially alter, objected to, or offer limits acceptance to its terms. Under PER, final terms may not be contradicted by evidence of any prior K or contemporaneous oral K, but can be explained or supplemented by course of performance, dealing, and usage of trade.
Rights/Duties of the Parties?
- Seller = duty to tender conforming goods or cure before time for performance has lapsed.
- buyer = duty to inspect, accept, and pay for conforming goods. Acceptance occurs when buyer indicates it or does any act inconsistent with sellers ownship of goods. Payment = acceptance of goods.
- For buyer to revoke acceptance, defect must materialyl impair value, and goods must have been accepted with reaosnable belief that dfeect would be cured or bc defect difficult to discover. Buyer who doesnt inspect can't revoke. Buyer can inspect and reject non conforming goods, but buyer can't reject subsequent installments unless the nonconforming installment materially impairs value of whole K.
- Merchant buyer has duty to care for rejected goods by following sellers instructions or selling goods if they are parishable.
Breach of K?
UCC requires perfect tender. Buyer can reject tender of delivery for failing to conform in any respect to the K. A single installment can be rejected only if the nonconformity substantially impairs the value of the installment and cant be cured. an entire installment K can be canceled only if the nonconforming installment substantially impairs the value of the whole K
To be conforming, goods must comply with express terms of K and any implied warranties. In single delivery K, under perfect tender buyer can inspect and reject a tender of delviery for failing to conform in any respect to the K. PERFECT TENDER doesnt apply to installment K.
Acceptance of goods occurs when buyer indicates acceptance or does any act inconsistent with the sellers ownership of goods. Acceptance obligates the buyer to pay for accepted goods. Seller has duty to tender conformign goods or cure before time for performance has lapesed. Buyer has duty to inspect, accept, and pay for conforming goods.
Was K modified?
doesn't require consideration to be binding, only good faith.
Frusteration of purpose/impracticality
see K cards.
for undelivered or rejected goods, buyer may seek cover damages, which equal the cover price minus the K price, plus consequential and incidental damages, minus expenses saved.
Buyers receive consequential damages only if damages could not be prevented by cover or otherwise and only if seller had reason to know that damages would occur. Seller gets payment at K rate for all accepted goods. If buyer wrongfully rejects, seller entitled to damages measured by difference between the K price and the market price of the rejected goods, together with incidental damages and less expenses saved by the breach. Alternatively, an aggrieved seller may resell the goods identified in the K in a commercially reasonable manner and recover resultant damages. Must give buyer reasonable notice of intention to resell.
Can agent be liable?
If agent had authority, principal is liable to third party. Whther agent can be held liable on K the angent depends on whether principal was disclosed, undisclosed, or partially disclosed.
Under PER, final terms cant be contradicted of any prior or contemporaneous K, but can be explained or supplemented by course of performance, etc. unlike Cl k.
- warranty of merchantibility
- fitiness for particular purpose