The flashcards below were created by user mustgofaster on FreezingBlue Flashcards.

  1. Contract Formation
    Formed by agreement, including conduct.

    Where communications do not reflect agreement, contract may be formed by conduct, delivery and acceptance of goods, or by payment and acceptance.
  2. Battle of the Forms
    Acceptance with terms additional to or different from those of the offer forms of the contract.

    Between merchants, additional non-material terms in acceptance or confirmation modify the contract unless objected to within a reasonable time.

    Knock-out rule: Different terms knock each other out and replaced with gap filler.
  3. Statute of Frauds
    Enforcement of contracts for price of $500 or more requires signed memorandum indicating a contract and quantity.
  4. Merchant's Confirmation Rule
    Between merchants, receipt of signed confirmation satisfies SOF as to both parties unless objected to within 10 days.
  5. Express Warranty
    Any description that becomes basis of bargain creates EW.
  6. Implied Warranty of Merchantability
    Sale by merchant who deals in such goods creates IWM that goods will be fit for ordinary use.
  7. Risk of loss
    Unless 3rd party carrier involved, ROL passes when buyer obtains possession of goods from merchant.

    ROL presumed to pass to buyer when goods delivered to 3rd party carrier (shipment K) unless parties agree by FOB Buyer's Place term that ROL passes upon delivery at destination.

    S's duty to tender conforming goods at point where ROL passes. B's duty to pay for conforming goods that are lost after risk passes.
  8. Buyer's Rejection under Single Delivery K & Installment
    May reject any non-conforming goods under single delivery K (perfect tender rule), but only for substantial non-confirmity under installment K.
  9. Rejection
    Requires timely notice. Failure to reject=acceptance. Acceptances requires B to pay S full K price.
  10. Buyer's Remedies for Non-Delivered or Rejected Goods
    Cover (cover less K) or Market (market less K), plus consequentials and incidentals less expenses saved.
  11. Consequential Damages
    Must be reasonably foreseeable by seller at time of contracting and unavoidable by buyer.
  12. Buyer's Remedy for Breaches of Warranty for Accepted Goods
    Value of conforming goods less Value of accepted goods plus C&I
  13. Merchant
    A person who regularly deals in good of the type sold or who hold themselves out as having skill or knowledge peculiar to the practices or goods sold.

    Any person in business or profession.
  14. Commercial Context
    K will include terms implied by trade usage, course of dealing, and course of performance unless expressly contradicted by K terms.
  15. UCC Gap Filler
    • Price= reasonable price @ time of delivery
    • Places for tender= seller's place
    • Time for perf= reasonable time
    • Payment due=time of delivery
  16. Implied Warranty of Fitness for a Particular Purpose
    Goods sold by seller who is aware buyer is relying on seller's skill to provide goods fit for buyer's particular purposes are warranted to be fit for that purpose.
  17. Disclaimer of Warranty
    Express Warranties that have become part of bargain= no waiver possible.

    IWM: "as is", must be conspicuous.

    IWFPP: written & conspicuous

    Merchant/consumer: any implied W must be disclaimed with particularity re: qualities
  18. Limitations of Remedy
    K may disclaim liability for consequential damages, only if not unconscionable.

    Exclusive remedy of repair or replacement. If failure to provide remedy, B may sue for damages.
  19. Repudiation
    Unequivocal statement that breach will happen.

    Other party may cancel K and sue for breach.
  20. Insecurity
    Upon reasonable grounds of doubt, party may demand assurances of performance and suspend performance until given. If not given within reasonable time or 30 days, may treat as repudiation, cancel, sue for total breach.
  21. Revocation of acceptance
    Acceptance must have been induced by difficulty of discovering defect, defect substantiall impairs value, buyer gives notice of revocation w/i reasonable time, and buyer can return goods substantially unchanged.
  22. Defenses
    Destruction of identified goods, impracticability
  23. Seller's Duty
    To tender conforming goods or cure before time for performance lapses.
  24. Buyer's Duties
    To inspect, accept, and pay for conforming goods. Acceptance occurs when buyer indicates acceptance or does not act inconsistent with ownership.
  25. Duty regarding Rejected Goods
    Buyer has duty to care by following seller's reasonable instructions and selling goods if perishable.
Card Set
Show Answers