BLAW 371 Chapter 11: Uniform Commercial Code

Seller's Remedies for Buyer's Breach

-The Right to Cancel the Contract -The Right to Withhold Delivery -The Right to Resell or Dispose of the Goods -The Right to the Purchase Price -The Right to Recover Damages

goods

-all things which are movable at the time of identification to the contract for sale -must be both existing and identified before any interest in them can pass

Common Law Offer

All essential terms must be covered including subject matter, price, and quantity (essentially a purchase order)

Usage of Trade (UCC)

Any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question.

UCC Offer

If offers terms or conditions aren't specified a contract may exist if the offeror and offeree intended to enter into a binding agreement

Common Law Acceptance

Mirror Image Rule- the offers acceptance of the offer must be unconditional, unequivocal, and properly communicated

Statute of Frauds under UCC

Requires writing for any sale of goods of $500 or more

UCC Acceptance

So long as parties intend to create a binding agreement, the offerees acceptance may be communicated in any reasonable way and the offeree may add or change terms

express warranties

Specific representations by the seller that buyers rely on regarding the goods they purchase.

parol evidence

Terms of a written agreement intended to be the final expression of parties' intentions, cannot be contradicted by prior or contemporaneous agreements.

buyers right of inspection

The buyer has a right before payment or acceptance to inspect the goods at any reasonable place, time, and manner

Right to Cure (UCC)

The seller has the right to cure defective tender if the time for performance has not yet come due, or the seller had a reasonable belief that the buyer would accept deposit nonconformity.

Battle of the Forms (UCC)

UCC rule stating that if both parties are merchants, then additional terms contained in the acceptance may become part of the sales contract if certain requirements are met

Obligation of Payment

Unless otherwise agreed, payment is due at the time and place the buyer is to receive the goods, even if the place of shipment is the place of delivery

passing of title

Unless the parties agree otherwise, title passes to the buyer at the time the goods are physically delivered to the buyer.

buyers right of rejection

a buyer who receives goods that are nonconforming may reject them as a breach of contract and withhold payment

intent to contract

a contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract

merchant

a person who deals in goods of the kind, or otherwise by occupation purports to have knowledge or skill peculiar to the practices or goods involved in the transaction

obligation of good faith under UCC

honesty in fact in the conduct or transaction concerned

Perfect Tender Rule (UCC)

if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may reject the whole, or accept the whole, or accept any commercial unit and reject the rest

present sale

means a sale which is accomplished by the making of the contract.

predominance

most easily identified by the cost of the goods compared to the cost of the service

Common Law Perfect Tender Rule

seller must tender the quality, quantity, and delivery method as specified in the contract or the buyer has the right to reject the goods

identification of goods

takes place when the contract is made if it is for the sale of goods already existing and identified; or when goods are shipped, marked or otherwise designated by the seller as goods to which the contract refers

sale

the passing of title from the seller to the buyer for a price

warranty of title

the seller's promise that he or she owns and may transmit title to the item being offered for sale