Term
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Definition
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Term
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Definition
| passage of title of ownership |
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Term
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Definition
Goods are Tangible, Movable property
(not patents, stocks, bonds, land, fixtures of land) |
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Term
| If Goods and Services are combined, what must be the predominant element? |
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Definition
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Term
| 1st condition of a Merchant |
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Definition
| Must be a...dealer in goods of the kind: its your business to buy/sell these specific goods. |
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Term
| 2nd condition of a Merchant |
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Definition
| Must have...Special Expertise of these goods: (occupation or serious hobby, knowledge about industry) |
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Term
| 3rd Condition of Merchant |
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Definition
| Hire a merchant, become a merchant..if you hire a merchant b/c they know about goods, you take on merchant status too. |
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Term
| 2 Terms of Contract Formation |
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Definition
| 1. Quantity Term. 2. Intent to be Bound |
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Term
| Does price have to be included in contract? |
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Definition
| No, use of market value on date of delivery (by UCC). |
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Term
| What are 2 other terms in the formation of a contract? |
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Definition
| Must be reasonable, and act in good faith. |
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Term
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Definition
| Firm offer = Irrevocable offer, offeree does research before accepting. |
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Term
| 2 conditions of a Firm offer |
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Definition
1. Signed Writing
2. only valid for 90 days, or however long specified by offeror. |
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Term
| Acceptance (UCC contracts) |
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Definition
| 1. Specify in the offer/how when to accept |
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Term
| If acceptance isn't specified in offer... |
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Definition
| 2. Acceptance by any 'reasonable means' is effective when sent--and offeror is bound |
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Term
| Reasonable Means of Acceptance |
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Definition
| Shipping Goods--forms unilateral contract. |
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Term
| Shipping conforming goods |
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Definition
| goods that match offer (a reasonable means of acceptance) |
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Term
| Shipping Nonconforming goods |
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Definition
| goods that almost match offer, but a contract is still created, performed contract, and breached contract. |
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Term
| how does the Contract law differ from the UCC on shipping nonconforming goods? |
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Definition
| In contract law, it would be considered a counteroffer. |
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Term
| When does the shipment of nonconforming goods in response to the an offer not constitute seller's acceptance? |
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Definition
| If the seller ships nonconforming goods with a 'note of accomodation', which makes a new offer that is not binding. |
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Term
| Accept by Sending a promise to ship goods (a reasonable means of acceptance) |
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Definition
| this forms a bilateral contract |
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Term
| 5/2: A orders 6 cases of bananas to be shipped 5/10. 5/5: B confirms to be shipped by 5/5. |
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Definition
| there exists intent to accept/intent to be bound..UCC says contract is formed on 5/10: acceptance even though diff terms. |
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Term
| If either party is not a merchant, how do we know when goods will be shipped? |
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Definition
| The original terms will be used, unless original offeror agrees specifically to offeree's terms..goods shipped on 5/10 |
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Term
| If both parties are merchants, how do we know when goods will be shipped? |
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Definition
| the offeree's terms will control contract..if A and B are both merchants, bananas shipped on 5/15. |
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Term
| offeree's terms will control contract UNLESS.....1. |
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Definition
| offeror specifies it must be shipped on/by a certain date. |
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Term
| offeree's terms will control contract unless...2. |
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Definition
| if the offeree's new terms would be 'materially different' from original terms. |
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Term
| offeree's terms will control contract unless...3. |
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Definition
| offeror objects new terms of acceptance, in a commercially reasonable time (like common law, acceptances need to be unconditional.) |
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Term
| How is Consideration different under the UCC from Common Law? |
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Definition
| Under common law, you couldn't change contract/promise without new consideration, but in the UCC the contract can be modified w/out new consideration. |
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Term
| Who can modify a contract w/out new consideration? |
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Definition
| Anyone, merchants and nonmerchants, as long as modifications are agreed to by both parties. |
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Term
| Requests for modification must be made in 'good faith'... |
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Definition
| made in 'honesty in fact' and 'reasonable commercial standards' of fair dealing. |
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Term
| When MUST a modification be in writing? |
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Definition
| A. if the contract is already in writing, and it specifies that it can only be modified by writing. |
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Term
| When MUST a modification be in writing? |
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Definition
| B. If the contracts is ORAL, but the modified contract is now subject to the STATUTE OF FRAUDS (aka it must be in writing now b/c of modification)then the modification must be in writing (oral contract-->written modification) |
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Term
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Definition
| -if the 'purchase price of goods is 500 or more, contract must be in writing...either created in writing or written down later if taken orally (ex. order on phone). |
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Term
| What are the 5 terms (under the UCC Statute of Frauds) that must be in writing? |
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Definition
| 1. parties 2. substance (goods) 3. quantity 4. intent to be bound 5. must be signed by defending party. |
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Term
| What is the enforceable quantity of a contract? |
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Definition
| only up to the amount that is in writing. |
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Term
| What are the 4 exceptions to the Statute of Frauds? |
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Definition
| 1. admissions in pleadings 2. partial performance 3. promissory estoppel 4. specially manufactured goods |
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Term
| Admissions in pleadings (exception to Statute of Frauds) |
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Definition
| contract enforceable up to $ amount admitted under oath. |
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Term
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Definition
| pay for what you got, or give it back. |
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Term
| Promissory Estoppel (exception to the Statute of Frauds) |
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Definition
| you can always go to equity: powerful but hard to prove. |
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Term
| Specially Manufactured goods (exception to Statute of Frauds) |
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Definition
| Goods specific to buyer: logos, etc. that are not resalable & you've already begun manufacturing then contract does not have to be in writing, even if less than $500. |
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Term
| Does the UCC define unconscionability? |
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Definition
| No, the code leaves it to the states, but it does provide remedies for when states do determine unconscionability is present. |
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Term
| When a contract is unconscionable when made what are the steps taken to modify it? |
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Definition
1. Rescission/Restitution
2. Enforcement of contract except for unconscionable clause
3. Reformation |
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Term
| In regards to unconscionability, what is the goal of recission and restitution? |
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Definition
| that everyone gives back what they got/goes back to where they were before contract formed. |
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Term
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Definition
| the unconscionable clauses are modified. |
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