Article 2 UCC

3 Exceptions to a good

1) Money when used solely as medium of exchange 2) Investment securities 3) Things in Action - something that derives its value from ability to enforce it in court

Proving Existence of a Firm Offer

1) Writing 2) Signed 3) By Broad Merchant 4) By its terms gives assurance that it will remain open - some language that objectively gives impression that it is open 5) Time Provision - If no time limit provided, it is for a reasonable time not to exceed 3 months - more than 3 months falls under CL

Hybrid Contracts

1) mixtures of goods and services 2) mixtures of goods with real property

Good (2-105)

All things (including specially manufactured goods) which are moveable at the time of identification of contract for sale. must be both existing and ID before any interest in them can happen An undivided share in an ID bulk of fungible (able to replace) goods is sufficiently ID to be sold

Signature

Any mark or symbol made with present intent to authenticate a writing

Money (1-201)

Any medium of exchange authorized by a sovereign

2-206 (Subpart 1(a))

Consistent with common law the manner of acceptance can be anything reasonable unless the contract states otherwise

Writing

Intentional reduction to tangible form

Price (2-304)

Payable in money or otherwise Barter is covered under this definition for purposes of determining sale/transaction

Formation (2-204 (Subpart 1))

purpose is to say that you can achieve formation in any reasonable way - can just be the conduct of the parties

Transaction

same as sale gifts are not transactions

Formation (2-204 (Subpart 3))

some terms can be left open and there will still be a contract so long as there is a mechanism that you can enforce an agreement, doesn't matter if you have agreed on a price or not if there is no price term, then the court will go to 2-305

Goods attached to real property (2-107)

things that if weren't attached, would be a good if it is true that severance will cause material harm to the real property then the severed item is not a good, unless it is severed by the seller. If, however, the severed item does not cause material harm to real party, then the severed item is a good irrespective of who severs it

Commercial Unit

a unit of goods (as by commercial usage) is a single whole for purposes of sale & division of which materially impairs its character (value) on the market or in use May be a single article (machine) or a set of articles (suite of furniture) or a quantity (carload)

Broad Merchant

any person in business and acting in his/hers/its business capacity

2-102

applies to transaction of goods Does not apply to any action (even if in a unconditional contract) to sell or present sale of a security action Does not impair or repeal any statute regulating sales to specific classes of buyers (consumers, farmers, etc.)

Formation (2-204 (Subpart 2))

as long as you can demonstrate that there was an agreement, the mere fact that you cant determine the exact moment of the formation happened seller tenders goods to the buyer and the buyer paid for those goods that makes a contract, even though you cant determine the exact moment they agreed to make this exchange

Firm Offer (2-205)

if you can demonstrate the existence of a firm offer, then the offer is irrevocable even though you do not have consideration Gap fillers fill the terms not provided by party using code gap fillers if you have a firm offer and acceptance with in the time period you form a K

2-206 (Subpart 1(b))

if you have an offer to buy goods, a seller can accept either by shipping goods or a promise to ship the goods if the seller ships the non-conforming goods, it will constitute an acceptance unless the seller notifies the buyer (before shipment) that the non-conforming is shipped only as an accommodation

When is a fungible good considered part of the contract?

once the seller has shipped the product to the buyer is when the goods become ID with the contract

Article 2

only applies if there is a transaction of goods

Lot

parcel/single article which is the subject matter of a separate sale/delivery

Sale (2-106)

passage of title from the seller to the buyer