Title, Risk, and Insurable interest

usually the breaching party bears the

ROL

destination contracts

ROL passes to buyer when goods are tendered at contractually specified location

express warranties do not have to use the words warranty and buyer must believe in warranty on the

basis of the bargain

only statements of fact create

express warranties

for crops harvested within 12 months of contract identification takes place at

time of planting (or when crops begin to grow)

shipment contract

title passes at the time and place of the shipment

bill of lading

title passes when and where the document is delivered

all other future goods identification takes place when

goods are shipped or marked or designated by the seller

implied warranties from prior dealings or trade custom arises when both parties

have knowledge of a well recognized trade custom (courts infer that they knew of this trade custom)

destination contract

title passes when goods are tendered at the buyer's destination

goods can be merchantable but

unfit for a particular purpose

the UCC's good faith provision means

honesty in fact

UCC replaces title with

identification, risk and insurable interest

the perfect tender rule

if goods, or tender of delivery, fail in any respect to conform the contract the buyer has the right to accept the goods, reject entire shipment, accept part/reject part

commercial impracticability

if unforseeable event occurs, the perfect tender rule no longer applies

for any interest to pass to buyer goods must be

in existence and identified as specified goods in sales contract

buyer has insureable interest in

indentified goods

when goods are held by the seller the document of title is generally

not used

for a merchant the good faith provision means honesty in fact and

observation of reasonable commercial standards of fair dealing of the trade

identification is significant because it gives the buyer the right to

obtain insurance on the goods and obtain recovery from third parties who damage the goods

even after the title has changed to the buyer, the seller still has a right to insurable interest because of

payment

if the seller is a merchant, the ROL passes when the buyer takes

physical possession of the goods

merchant goods are reasonably fit for

purposes for which goods are sold, conform to promises on the labels, and adequately packaged and labeled

express warranty is when the seller creates a warranty by making representations about

quality, condition or performance of a good

if the seller is not a merchant, then the ROL passes when goods are

ready to be picked up

tender of delivery requires

reasonable notice, reasonable hour and manner, generally all goods in one installment

if seller breaches a warranty the buyer can

recover damages or rescind the contract

requirements of a particular purpose is that the seller must have reason to know purpose and buyer must have

relied on the recommendation

payment is made at the time and place

the buyer recieves the goods

the ROL does not immediately shift to buyer if the breach the contract when

the buyer/lessee only liable for ROL to the extent of any deficiency in the seller's/ lessor's insurance coverage

when no document is required for the delivery without movement of goos the title passes when

the sales contract is made, if the goods have been identified or when identification occurs

unless explicitly expressed otherwise, the UCC states that the title passes to the buyer at the time and place

the seller performs by delivering the goods

if contract calls for ascertainable goods in existence, identification takes place at

the time the contract is made

under the UCC the risk of loss does not necessarily pass with

the title

express warranties can be created by

an affirmation or promise any description any sample or model

when goods are in the possession of the seller and they buyer breaches contract the seller can

-rescind contract -right to withhold delivery -right to resell or dispose of goods -right to recover lease payments or purchase price due -right to recover damages for buyers nonacceptance

substitution of carriers states that if a carrier becomes impracticable or unavailable through no fault of either party

a commercially responsible substitute is acceptable

baliee

a party who acknowledges the possession of goods and/or contracts to deliver them (warehouseing/trucking)

any party must have a sufficient interest in item to obtain

a valid insurable interest

exception to the perfect tender rule

agreement of the parties cure substitution of carriers commercial impracticality destruction of identified goods assurance and cooperation

delivery without movement of goods are often held by a

bailee on behalf of the seller in a bailment arrangement

right of inspection

buyer has absolute right to inspection before payment, unless COD

the ROL does not immediately shift to buyer if the breach the contract when

buyer lessee bears ROL ONLY for a commercially reasonable time after the seller/lessor learns of the breach

delivery without the movement of goods ex

buyer picks up the goods

no liens warranty protects

buyers who are unaware of any encumbrances

implied warranties are inferred at law based on the

circumstances or nature of the transaction

animals born after 12 months of contract identification takes place at

conception

merchantable foods are fit to eat based on

consumer expectations

ROL does not pass to the buyer until the seller _____ the defect or buyer accepts the goods in spite of defect

cures

Unless otherwise agreed, ROL passes to the buyer depending on whether

deliver is with or without movement of the goods

in the situation of the delivery without movement of goods the passage of title depends on if the seller must deliver a

document of title

when goods are held by the bailee the ROL passes to the buyer when the buyer receives

document of title and the baliee acknowledges the buyer's right to goods and buyer receives the title and has reasonable time to pick up the goods

ROL is important because of

insurance concerns

implied warrant of fitness for a particular purpose arises by any seller who

knows the particular purpose for which the goods are being bought and knows the buyer is relying on the seller's skills and judgements to select suitable goods

Title, risk, and insurable interest does not apply to

leased goods

implied warranty of merchantibility automatically arises from sale of good by

merchant

no infringement warranty is when

merchant promises goods delivered are free from any copy right, trademark or patent claims

seller breaches the contract when the goods are so

non conforming and bears the ROL

tender of delivery occurs when

seller delivers conforming goods to the buyer

if contract does not specify the place of delivery then it is at the

seller's place of business

the ROL does not immediately shift to buyer if the breach the contract when

seller/lessor must have already identified the contract goods

seller has insureable interest as long as

she retains title or security interest in goods

if nothing to the contrary is stated in the contract it is assumed to be a

shipment contract

identification takes place when

specific goods are designated as the subject matter of the contract

insurance laws not UCC determine

sufficiency

bailment

temporary delivery of personal property, without passage of title, into the care of another called the baliee

shipment contracts the ROL passes to buyer

when goods are tendered to the carrier (if goods damaged in transit, buyer bears ROL)

buyer accepts goods by

words or conduct, has had reasonable time and hasn't complained, buyer performed act that indicates to the seller that they now own the goods

if one party as "reasonable grounds" to believe other party will not perform, she can ask for

written assurance or suspend performance or delivery