BUS251: Chapters 11-20

A requirement for a lease to qualify as a finance lease is that the finance lessor's acquisition of the goods must be "_______."

"in connection with the lease"

A negotiable instrument(s) is/are payable:

"to order;" "to bearer;" "to cash" (all of the above)

Under the UCC, if the total payments to be made under the lease are $_______ or more (excluding payments for options to renew or buy) the lease must be in writing.

$1,000

What is the minimum amount that a product must cost to require a label starting condition of the warranty under the Magnuson-Moss Act?

$10

If the product being warranted costs $_______ or more, the Magnuson-Moss Act requires that the warranty itself contain a label that _______.

$10; states the conditions of the warranty

Leases of goods under Article 2A of the Uniform Commercial Code (UCC)

1C

Under Section _______ of the UCC, every seller (both merchant and nonmerchant) must guarantee to the buyer that the title to the goods is free and clear of any claims by others

2-312

What section of the UCC requires the seller to guarantee that the goods are free of any security interests or lein?

2-312 implied warranty of title

Under UCC Section _______ sellers of products can create effective marketing programs for their goods.

2-313

Section _______ of the UCC deals with _______ privity, which extends a warranty to to any person who may be reasonably expected to use, consume, or be injured by the goods.

2-318; horizontal

Article ______ of the UCC covers the leasing of goods, while Article 9 covers _______.

2A; secured transactions

If no time period for a firm offer to remain open is stated, it will stay open for a maximum of ____________.

3 months

Japheth offers to purchase a wedding cake from Edible Dreams Bakery for $400.00. He states they have two days to accept the offer. This is an example of which type of offer?

A firm offer

When the buyer agrees to purchase all or up to an agreed amount of what the buyer needs for a given period, what kind of contract is formed?

A requirements contract

Aiden ordered encyclopedias and the contract specified that delivery was to be made to Aiden's home. Instead, the encyclopedias were delivered to his post office box and he never received them. He refuses to pay for them and the encyclopedia company sues him. How would a court likely rule?

Aiden does not have to pay because the goods were never tendered to her properly, so the risk of loss never passed.

Michael Motors enter into a business contract with Charles to sell Charles a car. The contract specifically states that upon the date that both parties sign the contract, Michael motors is not responsible for any damages that occur to the car during delivery to Charles' house. This is an example of what type of default rule?

Allocating Risk

Anthony buys a couch from Basaba Interiors and arranges to pick it up from the store once he borrows a truck from a friend. Anthony pays for the couch and leaves the store. That night, the store burns down. According to the UCC, who is responsible for the cost of the couch?

Anthony

The ______ UCC provisions are connected to the notion of a(n) _______ contract which fully specifies the rights and duties of the parties to the contract.

Article 2; complete

_______ lowers the bar for the formation of _______ by allowing an enforceable agreement to arise "in any manner sufficient to show agreement" between the parties.

Article 2; sales contracts

Contracts for the lease of goods are governed by state statutory laws that are modeled after ______ of the UCC, which defines what a lease is.

Article 2A

If Joe leases a car from Tom Terrific dealership, most likely the lease is governed by _________ of the UCC.

Article 2A

Knowing ___________ is essential because the leasing industry now makes up a large part of the modern economy.

Article 2A

Negotiable instruments are subject to __________ of the Uniform Commercial Code held.

Article 3 of the Uniform Commercial Code

Which of the following items would be properly subject to a UCC sales contract? A. A house B. A Christmas tree sold in a parking lot C. Rights to a patent D. An employment contract

B.

The court in Hadley v. Baxendale ruled in favor of _______ because _______ had not shown that a _______ person could have foreseen the plaintiffs ongoing damages.

Baxendale; Hadley; reasonable

Suppose Adam agrees to sell an office building to Bill with a deed in 30 days. Several days later, Bill learns that Adam subsequently sold and conveyed the building to Carol. What result?

Bill may immediately sue Adam for breach and need not wait the full 30-day period in the contract.

A document that shows a delivery of title is:

Bill of lading

Which of the following would not be considered tangible? A. A car B. Oxygen C. The right of ownership D. The pen or pencil you are using

C.

Angel, a financial consultant, enters into a contract to advise Randy about the best investments given in his financial situation. She writes down everything she states and gives it to Randy in a binder. Which source of law would apply?

Common law

Which is correct when comparing the UCC to common law?

Common law is much stricter than the UCC.

_________ damages cover a broad spectrum of losses for recovery of actual damages suffered by the nonbreaching party.

Compensatory

_______ damages, which can include _______ losses, are an attempt to put the nonbreaching party in the same position she would have been in if the other party had performed as agreed.

Compensatory; out-of-pocket

___________ damages compensate the nonbreaching party for __________ indirect losses not covered by compensatory damages.

Consequential; Foreseeable

Ethan is an attorney in Texas practicing contract law involving the sale of goods. He moves his practice to Montana to engage in the same type of practice of law. Which statement below is correct? A. Since every state has adopted the entire UCC, he will be following the exact same rule in whatever state he practices B. Montana and Texas have not adopted the UCC and therefore, Ethan will have to learn the common law of Montana to practice in the contract law involving the sale of goods. C. Article 2A of the UCC will apply to the sale of goods in both states D. Since every state in the United States has adopted either all or substantially all of the UCC, he will have to learn which portions of the UCC Montana has adopted.

D.

Which of the following examples is an example of a merchant according to the UCC? A. A person selling goods at a garage sale. B. A Girl Scout selling Girl Scout cookies. C. A person selling clothes on Ebay. D. A vacuum sales person selling door to door.

D.

Which statement below is correct about the adoption of the Uniform Commercial Code? A. Louisiana is the only state not to adopt the UCC in whole or in part. B. California is the only state not to adopt the UCC in whole or in part. C. Every state has adopted the entire UCC. D. Every state has adopted all or substantially all of the UCC.

Every state has adopted all or substantially all of the UCC.

The International Chamber of Commerce abbreviation indicating that goods are to be delivered by the seller to the carrier for shipment is:

FOB

Gabrielle purchase a coffee press from Coffees R Us! to be delivered. When packing the product at Coffees R Us! the employee accidentally breaks it, but ships it anyway. When the box is delivered to Gabrielle's house she accepts the sealed box and immediately runs into the house to open the box. She immediately notices that the coffee press is broken and calls Coffees R Us! to request her money back. What will most likely be the outcome of this situation under the UCC?

Gabrielle may reject the broken coffee press

The rules that limit consequential damages for which a nonbreaching party may recover were set out in the _______ case that has been followed almost universally by US courts.

Hadley v. Baxendale

In Birdsong v. Apple, Inc., Birdsong brought a class action suit against Apple, alleging that iPod owners had suffered hearing loss using the iPod earbuds set at the highest decibel level. Birdsong claimed Apple breached an implied warranty of merchantability.

In favor of Apple because the ordinary use of the iPod was to listen to music and the product was fit for that use.

According to the UCC, which statement below is correct, if a contract is silent as to when the title passes and a good must be shipped?

It passes once the good has been delivered to a common carrier.

In the _________ case, the court decided that because the deviation from expected performance was not material, it was only a(n) _________ breach.

Jacob and Youngs v. Kent; partial

Jackie, an orange supplier, contracted with Jimmy's Sushi for the delivery of 50 crates of grade B oranges. Every three months, Jackie regularly sends Jimmy's Sushi 50 crates of grade B oranges. Due to an oversight, Jackie sent Jimmy's Sushi 50 crates of grade A oranges. In this case,

Jimmy's Sushi may accept the goods

Suppose Joe and Tom have a contract for Joe to paint Tom's house, and Joe purchases all the painting supplies, begins to tape off the windows, and paints 1/3 of the house, then Tom comes out and says, STOP! What result?

Joe can cancel or rescind the contract and receive fair market value for any services he rendered.

Joe bought a shotgun from Tom, a pawn store owner who acquired the shotgun from Carl in a pawn. Carl acquired the shotgun by stealing it, but Joe did not know that. Joe paid $125 for the shotgun. What result?

Joe is a good faith buyer, has valid title, and may keep the shotgun

Larry's Lumberyard delivers 500 studs to Carl Contractor's worksite. Carl signs an invoice and says "put it on my bill." The delivery man says "No sir, I have to have a check." Who is right?

Larry's Lumberyard. The UCC says payment is due at the time and place of delivery.

_______ is often an attractive alternative because the business can use equipment on an exclusive basis without the large up-front investment required to purchase it.

Leasing

_______ damages are damages that the parties agree to ahead of time and written into contract.

Liquidated

The _______ Act regulates warranties given by a seller or lessor to a consumer but does not apply to purely _______ transactions.

Magnuson-Moss Warranty; merchant

In the _______, Inc. v. City School District of Elmira case, the court ruled that an unexpected increase in prices was not sufficient to meet the standard of commercial _______.

Maple Farms; impracticability

Abdullah purchases a couch from Murphy's Interiors for $500.00 which includes delivery to his house for the next day. During transit, the delivery truck gets into an accident and the fabric on the couch is damaged. Who bears the risk of loss in this situation?

Murphy Interiors since the risk of loss transfers only upon delivery of a conforming good.

Triton Industries hires Carolyne to make aprons at their plant for sale in the Triton Industries Store. Will Article 2 of the UCC apply to the terms of the contract?

No because employment contracts do not involve the sale of goods.

Basaba Realty sells a house to Mary Moore. Will the Article 2 of the UCC apply to the terms of the contract?

No because real estate contracts do not involve the sale of goods.

Pitzer Medical Services enters in to an agreement with Doctor Jones to sell him a kidney of a person who is willing to sell one of his kidneys. The sale of body organs is illegal, however, all parties to this situation are entering into the agreement willingly, voluntarily and will full-knowledge of the circumstances. The agreement even states this in it. Therefore, will the courts enforce the agreement as a business contract?

No, mandatory rules cannot be overridden even if the parties specifically address it.

Shannon Steamers, a carpet cleaning business, enters into a contract with Danyelle to clean her carpeting and also sell her carpet spot remover solution in a bottle. Will Article 2 of the UCC apply in this situation?

No, since the main purpose of the contract is the service of cleaning the contract.

Suppose Pottery Barn sells an antique chair to Margaret, an ordinary consumer. On the sales contract Margaret writes in "conditioned 90 day sale on approval by my husband James" but Pottery Barn does not initial the terms. Under the UCC, do the terms become a part of the sales contract?

No, the contract is formed as originally offered.

Gap filler rules allow the business persons in the agreement to _____________.

Resolve problems of the contract not anticipated when the commercial contract was made.

________ is a remedy designed to prevent unjust enrichment of one party in an agreement

Restitution

Highlander Rocket Company is to ship 500 toy rockets by boat to Rockets R Us. Highlander is located in Miami, and Rockets R Us is located in Boston. Who bears the risk of loss if the goods are to be shipped FOB Miami?

Rockets R Us bears the risk of loss if the boat sinks on its way to Boston

Suppose Tom owns a horse which he rents to Joe, a horse trader, to use at Joe's Wild West Show (WWS). Joe has done this many times with other horses and animals. While at the WWS, Joe sells the horse to Tony. What result?

Sale is UPHELD. Joe is a merchant-seller and Tony is a good faith purchaser.

Rex Radios sells 400 i-pods to Scott Shops for $4000.00. The contract states that that the i-pods are to be delivered to Witt's Warehouse until Scott Shops has room to store the i-pods. Rex delivered the i-pods to Witt's and produced the bill of lading to Scott Shop the next morning. A week later, the warehouse burns down destroying all of the i-pod inventory According to the UCC, who bears the responsibility of the i-pods?

Scott Shops as the title was passed once Rex delivered bill of lading to Scott.

_______ performance is a(n) _______ remedy which occurs when a court orders the defendant (breaching party) to take a specific action as promised.

Specific; equitable

Suppose Franks Furniture Outlet advertises 100 units of furniture for a price of $50 per unit, and the offer to remain good for 60 days." What is that status of the offer on the 85th day?

Technically there is no firm offer, but possibly an option contract.

According to the International Chamber of Commerce abbreviations, CF requires:

The buyer must ascertain whether the goods are properly insured during transit.

Ethan enters into a business contract with Riley for the purchase of 200 school desks. The contract specifically states that Riley must deliver all of the 200 desks in one week, set them up and Ethan must determine that all 200 desks are in perfect condition, or riley must remove all the desks immediately and Ethan will owe Riley nothing. Which statement below is correct based upon the application of default rules in this situation should Riley on be able to deliver 199 perfect, according to Ethan, school desks?

The court will determine that since the parties specifically addressed a provision of the contract, it cannot be overridden by a default rule.

What must be present under the UCC for title to a good to pass to a buyer at the time of contract creation?

The good must actually exist at the time of creation of the contract and it must be identified to the contract.

Kumbamitwe Construction enters into a business contract with Daniel's Hardware to purchase lumber and supplies for the construction of a house. Daniel's Hardware delivers the lumber, but about 10% of the lumber is warped. The contract is silent on what would occur in the event of substandard products being delivered. According to the UCC, what might occur in this situation?

The parties may use default rule to resolve the problems of the contract not anticipated when the business contract was originally made.

Suppose Joe and Tom have a license contract with a liquidated damages provision of $100 in a contract. The actual breach of the contract would have damages valued at $500. In the event of a breach, how would the clause be interpreted?

There would be liquidated damages if a court finds $100 reasonable and not a penalty.

Makybuya Futbol World ordered 500 U.S.A. replica soccer jerseys from Smith Apparel, a sports apparel manufacturer. The jerseys were to be delivered to Makubuya's place of business. When the shipment arrived, Makubuya discovered that it received 500 pairs of replica shorts but no jerseys. Before Makubuya could notify Smith and return the shorts, a fire destroyed the building in which the shorts were stored. Which of the following statements is true?

This was a destination contract and the shorts were nonconforming goods, so Smith did not complete the performance and retained the risk of loss.

Bosco Bibles sells 500 Bibles to Liberty Christian Academy. Due to the value and importance of the shipment, Bosco Bibles and Liberty Christian Academy want to purchase insurance to cover the Bibles while in transit for delivery and specify it in the contract itself. Which statement below is correct according to the UCC?

This would be considered overlapping insurance and the UCC does allow it.

There are four critical time periods that impact the duties, rights, and remedies available to the buyer or the seller. Two of these time periods are: (Choose two correct answers)Time Period 1: Time between the contract's _______ date and the _______ date. Time Period 2: Time between delivery date and date when buyer rejects the goods.Time Period 3: Time between buyer's _______ and buyer's _______ of her acceptance of the goods.Time Period 4: Time after buyer revokes her acceptance of the goods and acceptance of the goods.

Time period #1: effective, delivery; Time period #3: rejection, revocation

_________ is an important legal concept that implies the ownership of property.

Title

_________ is the legal term for a claim of ownership to property.

Title

What document is necessary for a lessor to file when acquiring a security interest in collateral?

UCC financing statement

The _______ sometimes simply referred to as the Code, is a model statute published by the National Conference of Commissioners of Uniform State Laws (NCCUSL), a private organization

Uniform Commercial Code

ABC Technologies sells to Devon a television with a fair market value of $1,000.00. According to the UCC, must this contract be in writing to be enforceable?

Yes as contracts with goods with a total value of $500.00 or more must be in writing to be enforceable.

Shylo Art Gallery wrongfully convinces Sally that her painting is a fake painting and offers to pay her $100 which is far under that actual value of the painting. Shortly thereafter, the painting is sold to Hannah in Shylo Art Gallery for $5000, the true value of the painting. Will Hannah be able to keep the painting?

Yes because Hannah is a good-faith buyer

Suppose nonconforming goods are delivered to a buyer who accepts them, but then later rightfully rejects them upon discovering the defect. If buyer notifies seller 23 days after acceptance, will it be effective notice?

Yes, if a court determines that under the circumstances 23 days was a reasonable time

Suppose that Manny Manufacturer faxes an offer to Reggie Retailer for the following: 1,000 widgets for $1.75 each. Suppose further that Reggie sends a text to Manny that says, "Yes, I think so." Is there a contract under the UCC?

Yes, if the court decides that Reggie's response was a reasonable manner of acceptance.

A check is a specialized type of order and draft payable on demand and drawn on ______.

a bank

In a battle of the forms case, the UCC provides that (1) _______ and (2) _______.

a document may constitute acceptance even though it has additional terms than proposed by the offeror; additional proposed terms may become part of the contract

A draft involves three parties:

a drawer, a drawee, and a payee

One of the reasons an additional term in a contract between merchants would not automatically be included in a contract is that the term proposes ________ that diverges _______ from those in the offer.

a material term; significantly

Jenny owes Jamie $100 to repay a short-term loan they agreed to one evening at a restaurant. They signed this agreement on a bar napkin. Jamie owes Johnny $100 for babysitting services. Jamie can order Jenny to pay Johnny because it is:

a negotiable instrument

Cat's Coaster Company uses cork in all of the protective drink coasters that it manufactures. If Cat;s enters into an agreement with a cork exporter from Portugal to purchase all of the cork it needs to produce its products, this would be ___________.

a requirements contract

When a seller ships _______ goods the buyer is protected against _________.

a risk of loss; nonconforming

If Megan Manufacturer ships nonconforming goods to buyer Rachel Retailer, Rachel may: _______ or _______.

accept or reject the entire shipment; accept part and reject the rest

Under the UCC perfect tender rule, if the seller fails to achieve perfect tender, the buyer has the following options: _______, _______, or _______.

accept partial shipment and reject the rest; accept the entire shipment; reject the entire shipment

UCC rules on acceptance of goods and payment in regard to installment contracts mandate that:

acceptance is made separately for each shipment, and payment for each shipment is due on delivery of that shipment.

If additional terms are added to an acceptance where one of the parties to a sales contract is not a merchant, the contract is ________.

accepted as originally offered

Once the buyer has _______ the goods, the buyer must _______ in accordance with how the parties have negotiated and agreed on the details of payments.

accepted; pay for them

The UCC determines when the title passes between the seller and the buyer and allocates risk of loss from a (n) _______, _______, or _________ based on whether the agreement is a shipment contract or a destination contract.

accident; mishandling; theft

A requirement for a finance lease is that one of four stated methods must be used to give the lessee _______ of applicable warranties and promises by the supplier.

advance notice

As a practical matter, seller representations are often made through ____________.

advertising

The UCC Article 2 rules apply to _________, unless the parties explicitly agree to override it with a different rule of their choosing.

all parties to a transaction

The goal of a default rule is to _____________.

allow the court to fill in the gaps to save an incomplete contract.

Where the language is not unequivocal but more _______, or when _______ is the basis for determining the repudiation, the analysis is more complex and may not equal anticipatory repudiation.

ambiguous; conduct

Once __________ warranty has been made regarding a promise, or statement of fact regarding the goods, the seller is bound to honor that warranty.

an express warranty

When the seller makes a promise regarding the goods or a representation of fact about the goods, this is known as:

an express warranty

What warranty has the seller implicity promised if the seller states the goods for sale will not later be seized by someone who claims to have a collateral interest in them from an unpaid loan?

an implied warranty of title

A written instruction to pay money signed by the person is which of the following?

an order; an unconditional promise to pay

The UCC applies the commercial impracticability rule when the delivery or nondelivery of goods has been made impracticable by the occurrence of _________ and said event directly affects a basic assumption of the contract.

an unanticipated event

Suppose Joseph finances his new Honda Ridgeline by signing a vehicle purchase agreement and a promissory note with Honda Finance Co. The promissory note contains the required elements of a negotiable instrument: _______.

an unconditional written and signed promise; payable to Honda Finance Co.; to repay a fixed amount

The UCC applies the commercial impracticability rule when the delivery or nondelivery of goods has been made impracticable by the occurrence of: _______ and _______.

an unforeseeable event; the event affects the basic assumption of the contract

Suppose Joe, a trucking company, and Jim, a widget manufacturer, enter into an agreement. Before the widgets are placed on the truck, Joe calls Jim and says "I can't do it. One of my rigs just broke down." Jim can treat this as _______ because it is apparent that Joe party does not intend to perform as agreed.

anticipatory repudiation

Suppose Joe and Tom have an enforceable contract. Before the time to perform Joe tells Tom, "you know Tom I don't know if I can deliver that gravel at the work site tomorrow." This may not be an example of _______ repudiation because Joe is only expressing _______ about his performance

anticipatory; vague doubts

Although the UCC does not require specific language to disclaim warranties, courts have held that this phrase ____________ is sufficient to disclaim the implied warranties of fitness for a particular purpose and noninfringement.

as-is

A negotiable instrument must be either payable: _______ or ________.

at a definite time; on demand

If the place of delivery is not specified in the contract, the buyer takes delivery _______.

at the seller's place of business

In the absence of a specific contract provision regarding the details of payment, the UCC provides that payment be made in full:

at the time and place that the delivery occurs.

Article 2 requires that payment is due _______ of where the seller is to make delivery, and may be made in _______ form.

at the time and place; any commercially reasonable

Conforming goods simply means the goods ________ in an agreement.

bargained for

Conforming goods simply means the goods:

bargained for in an agreement

When merchants have conflicting terms and forms, the UCC provides guidelines to resolve disputes on the "_______."

battle of the forms

Southeastern Supplies (SS) is a manufacturer and supplier of office equipment. SS contracts to sell University of Florida (UF), a local university, 5,000 UF Gator mousepads at $10 per mousepad for delivery on August 1 and payment of $100,000 due upon delivery. SS gets word from a viable source that UF has had trouble paying its suppliers. If UF repudiates before August 1 (e.g., by failing to assure SS it has the capacity to pay or by failing to pay upon delivery), UF will _________ of the contract.

be in breach

The UCC requires that a promise or order _______ and _______ by the party obligated to repay the debt, or the person issuing the order to pay.

be in writing; be signed

Suppose that Joe's widgets are stolen from Joe's warehouse before they are shipped to Bob the Buyer. If Joe is insured, the insurance company will __________.

bear the risk of loss

Suppose Joseph signs the back of a note issued by Tom, and writes nothing else on it. Joseph's signature will convert the order paper into a(n)_______, and anyone possessing it can present it to Tom for payment.

bearer paper

A _________ consists solely of the indorser's signature and nothing else.

blank indorsement

A(n) _______ consists solely of the indorser's signature and nothing else, which will convert order paper into bearer paper.

blank indorsement

Anticipatory repudiation is also called anticipatory _________ and occurs when one party uses unequivocal language to repudiate her contractual obligations.

breach

The UCC encourages the completion of business transactions, and defines what constitutes nonperformance, also known as a ____________.

breach

Under UCC Section 2-313, if the goods turn out not to have the advertised qualities, the buyer may sue for _______.

breach of an express warranty

In the Baxter v. Ford Motor Co. case, the court held that a buyer who had reasonably relied on the "shatterproof" representations and had no reason to suspect they were false, could sue for ______.

breach of express warranty

In Furlong v. Alpha Chi Omega Sorority et al, Ohio Misc.2nd 26 (1993), Furlong (the seller):

breached the express warranty and the contract by delivering nonconforming goods

Under the UCC, there are four critical dates that impact the rights and duties of the _____ and _______ and the availability of remedies to either of them.

buyer; seller

Which is not an example of a warranty? a. merchantability. b. express. c. puffery. c. fitness for a particular purpose.

c.

Default rules ________ at the time they enter into their contract because the parties can 'overrule' or __________.

can be modified by the parties; create their own terms and conditions

Under the common law, contracting parties have a right to ________ a contract before performance is due if it becomes clear that the other party will not perform.

cancel

Suppose Samantha Seller ships 100 widgets to Brianna Buyer. Under the UCC, after inspection of the goods, if Brianna properly rejects the goods, she may also _______ and pursue any appropriate legal remedies against Samantha Seller.

cancel the balance of the contract

If the goods do not exist at the time of contracting, title ____________ transferred to the buyer.

cannot

If John chooses to pay Laura back using _______, the result will be that their agreement will not be categorized as a negotiable instrument.

cash; diamonds; gold bullion

The UCC requires contracts for over $500 to be in writing for _________ and __________ reasons.

cautionary;evidentiary

_______ is the Latin term meaning "buyer beware."

caveat emptor

A _________ is a written note that indicates a bank has received money as a loan and promises to repay the amount in the future with interest, typically at a higher rate than that offered by a savings account.

certificate of deposit

A(n) _______ is a written note that indicates a bank has received money as a loan and promises to repay the amount in the future with interest.

certificate of deposit

If Big Bank issues a written note to Joseph that indicates Bank has received $1,500 as a loan and promises to repay the amount in the future with interest, this would be an example of a(n) _______.

certificate of deposit (COD)

A __________ is a specialized type of order and draft payable on demand and drawn on a bank.

check

A(n) _______ is simply a written order to pay money signed by the person giving the order.

check; draft

A(n) _______ is a specialized type of order and draft payable _______ and drawn on a bank.

check; on demand

________ is the property subject to a security interest.

collateral

The UCC applies the _______ rule when the nondelivery of goods has been made impracticable by the occurrence of an unanticipated event, and the unanticipated event directly affects a basic assumption of the contract.

commercial impracticability

Some UCC rules are different for performance of sales contracts compared with contracts formed under _______ law.

common

What source of law applies to service contracts?

common law

Generally speaking, _______ applies to contracts involving the provision of services, while _______ applies to contracts involving the sale of goods.

common law; Article 2 of the UCC

Recall that _______ contracts must be supported by _______ and most contracts involving non-sale-of-goods contracts cannot be modified without some additional consideration.

common law; bargained-for consideration

Article 2 of the UCC provide that that the acceptance of an offer in a sales contract is not as rigid as the _______ rules, allowing for an acceptance to be made in any "_______."

common law; reasonable manner

In a lawsuit for breach of contact, money damages are primarily limited to: _______, _______, and _______.

compensatory damages; restitution damages; consequential damages

A secured transaction passes ______ to the buyer, so the seller can repossess the goods in the event of default.

conditional title

Fundamentally, the seller's obligation is to transfer and deliver __________ goods to the buyer.

conforming

If Sally Seller has shipped _______ goods to Buyer Betty, then Betty has the duty to _______ and become the owner of the goods in accordance with concepts of title.

conforming

Goods that exactly meet the specifications of a contract are called:

conforming goods

A buyer may incur incidental and _______ damages at any point due to the seller's breach.

consequential

At any point due to the seller's breach, a buyer may incur _______ damages if they are ________.

consequential; foreseeable

_______ damages are caused by unique and _______ circumstances beyond the contract itself and flow from the breach.

consequential; foreseeable

_______ damages compensate the nonbreaching party for _______ indirect losses not covered by compensatory damages

consequential; foreseeable

The UCC does require _______ to support a sales contract, but unlike the common law, does not require additional consideration for contracts to be ________.

consideration; modified

A __________ is defined as one who purchases or leases a good with the intent of using it for personal reasons rather than for resale or use in a business.

consumer

Any deviation from what was agreed upon will trigger what is known as a breach of ______.

contract

The seller may breach the contract if he delivers nonconforming goods or goods that are not the type described in the ________.

contract

When a contract for the sale of goods is missing provisions such as delivery, quantity and payment terms, under the UCC the ___________________.

contract will be acceptable so long as the contract shows that the parties intended to enter into a contract.

_______ is similar to course of performance in that both refer to patterns of performance by the parties, except that _______ refers to how the parties acted in the past.

course of dealing

__________ is similar to course of performance in that both refer to patterns of performance by the parties.

course of dealing

The ______ is a method to show what the parties intended through their own actions in performing the specific contract in question.

course of peformance

Suppose Tom (seller) and Joe (buyer) have a contract that calls for "top shelf scotch" to be delivered in five installments over the course of a year. The _________ between the parties would be based on the quality of the first installment of scotch delivered by Tom and accepted by Joe.

course of performance

What may be a method to show what the parties intended through their own actions in performing the specific contract in question?

course of performance

Once the time contemplated for performance has expired, the seller's right to _______ also expires.

cure

Once the time contemplated for performance has expired, the seller's right to ________ also expired.

cure

Southeastern Supplies (SS) is a manufacturer and supplier of office equipment. SS contracts to sell University of Florida (UF), a local university, 5,000 UF Gator mousepads at $10 per mousepad for delivery on August 1 and payment of $100,000 due upon delivery. On July 19, UF receives 5,000 Florida State University mousepads. SS has the right to:

cure and ship conforming goods

There are four critical dates that impact the rights and duties of the buyer or seller and their remedies. Two of those are: _____________ and _____________.

date of contract's effectiveness; date of delivery of goods

If a contract does not state when the title will pass, the UCC will apply ______ to determine when the title passes.

default rules

Provisions of UCC Article 2 can be used as a(n) _________, and if an unexpected problem does occur, courts will then apply those default rules to fill any gaps in a contract.

default rules

A(n) ________ rule is a rule of law that is designed to fill "________" in business contracts to help courts rule of expected or unforeseen situations that might occur after a deal is made.

default; gaps

A seller's primary duty is to ______ to the buyer that match what was bargained for in the agreement.

deliver conforming goods

When merchants engage in sales transactions but overlook or are unsure about some key element of the contract, the UCC can fill in the gaps, with _______, ______, or the _______ of goods.

delivery; quanitity; price

If Tom signs a promissory note to Joseph for $1,000 and there is no date, the note would be called a(n) ________.

demand note

_______ contracts require the seller to deliver the goods to a specified destination.

destination

A contract that requires the seller to deliver a good to a particular location is called a(n):

destination contract

In a _______ contract, complete performance occurs when the goods have been _______ at the contracted destination.

destination; tendered

In order to ______ a warranty, the seller must do so in a conspicuous writing such as capital letters to bold print.

disclaim

Section 2-316(3)(b) of the UCC allows a seller to _______ defects by making the goods available to the buyer for inspection.

disclaim

The UCC allows a seller to avoid the risks associated with warranties and _______ both implied and express warranties under certain conditions.

disclaim

Statements in bold caps "AS IS" or "WITH ALL FAULTS" are most likely a(n) _______.

disclaimers of fitness for a particular purpose

A lessor may not only repossess the goods following a default by the lessee, a lessor is not required to: _______ nor _______.

dispose of the goods; distribute any proceeds

Privity of contract dealing with the _______ chain is referred to as _______ privity, and most states have done away with this requirement.

distribution; vertical privity

If a contract does not require shipment the title of goods passes to the buyer when the seller delivers ________ to the buyer.

documents of title

If Joe Just-in-Time makes widgets to order, and Carol Cupcake orders a specially manufactured widget from Joe, then at the time of her order her widget _______ and she _______.

does not exist; cannot take title

When there is a sale of goods, the seller ________ to the goods.

does not retain any ties

If Tom signs a piece of paper that states "pay to the order of Joseph" this would most likely be an example of a(n) ______.

draft

A draft has three parties: the _______ is the party issuing the payment order, the _______ is the party who must make the specified payment, to the _______ the person receiving the funds.

drawer; drawee; payee

Because the UCC aims to promote the completion of business transactions, the formation elements for a sale contract are ___________, and ___________ required for common law contracts.

easier to meet; do not require the same level of intent

The UCC is important because _________.

every state has not adopted all, or substantially all, of the provisions of the UCC

The UCC requires that a writing be signed and any signature - _______ - will suffice as long as it is a symbol that demonstrates the intention to _______ a writing.

excluding an electronic signature; authenticate

When the goods ________ and are _________, title may pass to the buyer if the parties specify how title will be transferred.

exist; identified

If the buyer purchases goods from the seller's __________ of goods that are for sale, the goods are in fact ___________.

existing inventory; identified

To protect buyers, the UCC prohibits sellers from later disclaiming any _______ warranties they have made regarding the goods.

express

Under Article 2 when the seller makes a promise regarding the goods or representation of fact about the good, this is known as a(n) _________ warranty.

express

The UCC applies its warranty rules for the sale of goods to leases so the UCC has rules for _______ and _______ warranties when goods are leased.

express; implied

The UCC rules for the major types of warranties --- _______ warranties, the implied warranty of _______ and the implied warranty of fitness for a _______ — are all nearly identical for sales and for leases.

express; merchantability; particular purpose

Good faith is defined in the UCC as "honesty in _______ in the conduct or transaction concerned"

fact

True or false: Article 2 of the UCC adopts the common law's "mirror image" rule.

false

True or false: Bearer instruments should not be viewed and treated as cash.

false

True or false: Both the common law and the UCC have the same inflexible requirements for written contracts.

false

True or false: LiquidatorsPlus sells Joe a washer-dryer combo for $950. The contract is governed by the common law.

false

True or false: The UCC does not require that any disclaimer of the warranty of merchantability actually use the word "merchantability" in the disclaimer.

false

True or false: The UCC requires that the promise to repay must be conditional, which means no other occurrence must happen for payment.

false

true of false: a firm offer automatically occurs when an offer or promise is made by one merchant to another.

false

In a(n) _______ lease transaction, lessors serve a unique middleman role that facilitates the _______ acquisition of the goods from a supplier.

finance; lessee's

In a(n) _______ lease, the lessor is not the fundamental supplier of the goods leased, but leases goods to _______ as a means of financing its acquisition from the supplier.

finance; lessees

To quality as a _______ lease under Article 2A an agreement must satisfy ______ conditions.

finance; three

If a lease is a secured transaction, the seller should file a UCC _________ with the appropriate government office.

financing statement

Vehicle purchase agreements are examples of:

financing; promissory notes; negotiable instruments (All of the above)

A(n) __________ offer is created under Article 2 of the UCC when a(n) ___________ offers to buy or sell goods with an explicit promise, in writing, that the offer will be held open for a certain time period.

firm; merchant

The UCC requires that all negotiable instruments be issued as _______.

fixed amounts of money

________ currency is acceptable as a basis for creating a negotiable instrument.

foreign

Suppose Wally Widget is a manufacturer and supplier of specially manufactured widgets across the industry. Wally contracts with Beaver Tools USA to supply 5 Wally widgets, model 101. The contract between Wally and Beaver is for the 5 widgets at $10,000 each, with a deposit of $10,000 with the balance due upon delivery of no later than September 1. "Time is of the Essence" is denoted in the contract. If the shipment is nonconforming advertising for replacements would be an example of ______ ______ damages.

foreseeable; consequential

In the absence of an agreement, the UCC provides that the buyer must make _______ at the time and place that she has _______ the goods.

full payment; received

A(n) ______ warranty must also include a term of duration whereas a(n) _______ warranty label means only that the seller does not bind itself to promises of full warranty in some way.

full; limited

Suppose Joe contracts with the world-renown Carolina to paint his portrait. If Carolina tries to back out of the agreement Joe can: _________.

get an order of specific performance because he hired her for her unique skills

Suppose on April 1 Tom contracts with Joe to deliver 100 widgets at $10 per unit to be delivered no later than May 1. Suppose Tom delivers the 100 widgets on April 25, but Joe rejects the goods as nonconforming and notifies Joe. What options does Tom have at this point?

give notice of intent to cure; tender conforming goods on or before May 1

Under the doctrine of tender of delivery, the UCC obligates the seller to: (1) _______, (2) _______, and (3) _______.

give the buyer appropriate notice; allow the buyer to take delivery; tender the goods

The UCC allows a seller to avoid the risks associated with warranties and disclaim both implied and express warranties under certain conditions, as long as the seller: _________, and _______.

gives reasonable notice; makes the disclaimer conspicuous

If the time for the seller's performance has not expired, the seller may cure by (1) ______ and (2) ______.

giving notice of her intent to cure; tendering conforming goods to replace rejected goods

In the Sons of Thunder v. Borden case, the court held that a buyer breached the duty of _______ by willfully trying to circumvent its contractual obligations to a seller that made a significant investment to carry out its obligations.

good faith

_______ is defined in the UCC as "honesty" in fact in the conduct or transaction

good faith

A(n) _______ is someone who acts honestly and provides ________ value for the goods.

good faith buyer; reasonable

In every commercial transaction, the UCC has a good faith provision that imposes duties of ______ and _________ the bedrock of any sales contract.

good faith; commercial reasonableness

Under the UCC, a(n) ________ buyer may acquire valid ______ to goods he bought from someone who obtained the property through fraud.

good faith; title

Article 2A applies to the lease of _________, including machinery, equipment, and vehicles.

goods

Examples of equipment that a business may lease under Article 2A include the following:

heavy machinery; telephones; cars

Goods in the contract become _______ when the seller marks, ships, or separates the goods for sale to the buyer.

identified

The second requirement before the title can pass from seller to buyer (after existence of goods) is that the goods in a contract must be __________.

identified

Being able to spot a finance lease is important, because Article 2A relieves a finance lessor of any liability for _______ warranties of quality with respect to the goods.

implied

The Magnuson-Moss Act did not create any additional ________ warranties upon which consumers can base a lawsuit.

implied

Under the UCC, if the seller has not made a specific promise or representation about the product, the buyer may still be protected by a UCC-imposed _______ warranty.

implied

If the seller has not made a specific promise or representation about the product, the buyer may still be protected by a UCC-imposed:

implied warranty

What type of warranty conveys that the goods shall be merchantable via the contract where the seller is a merchant with respect to goods of that kind?

implied warranty of merchantability

Under UCC Section 2-315, a(n) _______ warranty arises when a seller (either a merchant or nonmerchant) promises that the product is _______.

implied; fit for a particular purpose

Anticipatory repudiation can occur when action by the promisor renders her performance _________.

impossible

Generally, liquidated damages clauses are enforceable if the amount of harm caused by the breach must be ________ or _______

impossible; difficult to estimate

Commercial _______ is a ______ doctrine as demonstrated in the Maple Farms v. City School District of Elmira case.

impracticability; narrow

The UCC uses a general reasonableness requirement to govern the delivery process which means the good must be delivered: (1) _______, (2) _______, and (3) _______.

in one shipment; in a reasonable manner; at a reasonable hour

Under Section 1-201 of the UCC, a good faith buyer _______ may acquire valid title to goods that were entrusted to a _______ seller.

in the ordinary course of business; merchant

A(n) _______ is a signature other than that of the maker, drawer, or acceptor of the instrument, for the purpose of negotiating the instrument.

indorsement

UCC Section 2-312 requires merchants to warrant that goods shall be delivered free of the rightful claim of any third person claiming ________.

infringement

A court may order _______ when a particular act(s) must be stopped immediately.

injunctive relief

Another term for non-breaching party to a contract is __________.

innocent party

Sometimes the nonbreaching (or _________) party has not suffered an ___________ loss and will instead turn to alternative methods, called __________.

innocent; out-of-pocket; remedies

If a buyer passes on the opportunity to _______ offered by the seller, he may be found to waive the claim for warranty for any defects.

inspect the goods

The UCC provides that if delivery and billing are done in two or more separate lots for cash flow or other business reasons the parties may do so via the use of a(n) _______ contract.

installment

Suppose Wally Widget sells Marvelous Marvin 100 widgets on an installment contract for $15,000 each installment. Under the UCC, a(n) _______ contract for each lot must be accepted and paid for separately which means Marvin can accept one installment without giving up the right to reject any additional installments that are nonconforming. This is an exception to the _______ rule.

installment; perfect tender

The UCC allows the buyer to obtain a(n) _______ in the goods without title as long as the goods in the contract are ________.

insurable interest; identified to the contract (supposed to be insurable interest; risk interest on the website)

Parties may wish to _______ goods under various scenarios after the goods have been purchased to cover losses or damage to the goods.

insure; inherit

A secured transaction occurs when the seller retains a security _____ in the goods being sold.

interest

Rachel received a shipment of facial cleaner from Posh Skincare, Inc. In the shipment there was a preprinted document with blanks filled in that stated the items delivered, the price per item and the total price from the seller. This document is a(n):

invoice

When selling used cars, Carl's Car Lot uses an acknowledgment form, also called a(n) _______ which has preprinted provisions and blanks to accommodate the specifics of the sale.

invoice

To create an agreement, a seller typically uses a(n) ______, also called a(n) ______ form, with preprinted provisions and blanks so the seller can tailor it to the specific transaction.

invoice; acknowledgement

In order to have an insurable interest when a loss or damage of a good occurs:

it must cause a person to suffer financial or other recognizable loss.

One of the greatest values of the UCC is that:

it provides standardized and simple procedures for merchants in commercial transactions.

For an implied warranty of fitness for a particular purpose to exist, the buyer must prove the following two elements: the seller _______ and the buyer _______.

knew of buyer's plan to use the product in a particular way; relied on the seller's advice and reccomendation

Carol's Cattleyard proposes a certain term in the purchase order to Harry's Haybarn. Harry's acceptance states a term that is different from the offer, most states would use the ______ rule, and use the UCC's _______ provisions to supply the term(s).

knockout; gap-filler

__________ by the parties that one party may be unable to perform despite both parties' best efforts can result in anticipatory repudiation.

knowledge

From a strategic perspective, _______ is often an attractive alternative because the business can use equipment on an exclusive basis without the large up-front investment required to purchase it, plus there are _______ advantages.

leasing; tax

The UCC provides both ________and ______ relief for parties who acted in good faith and sustained damages through no fault of their own.

legal; equitable

Warranties are recognized as _______ enforceable promises under state statutory laws based on Article 2 of the UCC.

legally

The ________, who acquires the right to the temporary possession and use of goods under a lease.

lessee

Who must sign the lease agreement in order to be valid?

lessee

Lessee in ordinary courses of business means a person who in good faith and without knowledge that the lease to him (or her) is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods leases in ordinary course from a person in the business of selling or leasing goods of that kind but does not include a pawnbroker.

lessee in ordinary course of business

Generally, if Joe leases a car from Tom Terrific Motors, Joe would be the _______ and Tom Terrific would be the _______.

lessee; lessor

A true lease involves two parties: (1) the _______ the party who owns the leased goods and is making them available for lease; and (2) the _______ the party who acquires the right to the temporary possession and use of goods under a lease.

lessor; lessee/possessor; possessee

The Magnuson-Moss Act allows sellers to: _______, and _______.

limit certain types of damages; set a time limit on implied warranties

In the event of breach of contract, the parties may agree in advance that _______ damages will compensate the nonbreaching party.

liquidated

Selling a loan that is a negotiable instrument, such as a promissory note, offers:

liquidity; encourages lending; provides an investment opportunity for the purchaser (all of the above)

Equipment that a business may lease include:

machinery

Suppose Tom, a car dealer, and Joe, a consumer, are negotiating to have a car delivered. The parties agree for 5% down to be held in escrow pending the arrival of the car within 30 days. These terms that Joe and Tom have agreed upon are considered _______ terms to the contract.

madatory

If the goods are to be picked up, the goods must be ________ to allow the buyer to take possession.

made available at a reasonable time

A promissory note has two parties: the ______ (who receives the loan) and the _______ (who extends credit and is entitled to repayment).

maker; payee

If a rule is mandatory, regarding business contracts, the court will enforce the _______________.

mandatory rule.

The parties _______ add a liquidated damages provision to define and limit the amount of monetary damages in the event of a breach.

may

As long as a contract satisfies the writing requirement of the UCC, any other terms not included in the writing:

may be proven by testimony and evidence concerning oral agreements.

If a person materially breaches a contract, the non-breaching party __________.

may be suspended from their obligations

According to the UCC, a(n) ________ is one who is regularly engaged in the sale of that product or who holds herself out as having knowledge or skill peculiar to the practices or goods involved in the transaction.

merchant

If the seller is a(n) _______ and promises in a signed writing to keep an offer for the sale of goods open for a period of time, under UCC Article 2 this action creates a firm offer _______.

merchant; that is irrevocable

Under UCC Section 2-314, the implied warranty of _______ applies to every sale of a product from a merchant seller to any buyer.

merchantability

___________ have a greater duty to act in a commercially reasonable manner.

merchants

The UCC imputes a certain level of knowledge and awareness to _______ and allows their transactions to proceed in an expedited manner without the necessity for safeguards intended for _______.

merchants, average consumers

______ have the duty to act in a(n) _______ manner by observing industry standards and practices that may be unique to a particular industry or field.

merchants; commercially reasonable

Article 2 of the UCC facilitates business transactions by providing both _________ and ___________ with a standard set of default rules for the sale of goods.

merchants; consumers

Article 2 treats '______' in special ways, and includes anyone who is _______ a particular good.

merchants; regularly engaged in the sale of

The UCC modifies the common law's "_______" rule that the terms of the offer and acceptance must match exactly, by allowing a contract to be created _______.

mirror image; in any reasonable manner

The law imposes an obligation on the parties in a contract to _______ their damages, by taking appropriate steps to avoid incurring damages and losses.

mitigate

In "_______" contracts involving the sale of goods - as well services - courts apply the "predominant purpose test" to determine whether the contract is governed by UCC Article 2 or ________.

mixed; common law

Under the UCC, _______ is defined as a medium of exchange authorized or adopted by a domestic or foreign government.

money

Suppose Chris wins a trial and the jury awards him $25,000. This would be an example of a(n) ________.

money damage award

Generally, the legal remedy for breach of contract will be ________ awarded by the court to the nonbreaching party.

money damages

Suppose that Joe and Tom have a contract to sell land. Joe promises to sell the land to Tom in 30 days. Four days before the closing, Tom learns that Joe is intending to sell the land to Bruce for a higher price. Tom comes to you for advice, with the clear understanding that he wants to STOP the sale. In that case you advise him that neither _______ nor _______ are adequate remedies but that ________ might work.

money damages, specific performance; injunctive relief

What type of remedies are available during a breach of contract?

money damages; restitutionary damages; equitable damages

Generally, the remedy for a breach of contract is _______ damages, but when one party is unjustly enriched at the other party's expense the court may grant _______ relief.

money; equitable

The UCC allows the buyer to pursue ________ as long as each remedy is necessary to help the buyer recover damages.

more than one remedy

Suppose the UCC governs the transaction between Sam Seller and Bob Buyer, and Bob orders 1,000 widgets from Sam. If the widgets are acceptable when delivered, Bob _______.

must make full payment for the goods

Commercial impracticability is a ________ doctrine.

narrow

The UCC allows the seller more than one remedy as long as each remedy is ______ to help the seller recover damages.

necessary

Assuming that all other requirements are met, if an instrument states "Payable to the Order of Jane Doe" it is a(n) _______ instrument.

negotiable

Among other elements, a(n) ________ consists of an unconditional promise to pay a fixed amount of money in a signed writing.

negotiable instrument

_______ must either identify the party to whom payment will be made or specify that the person who possesses the negotiable instrument is the party to be paid.

negotiable instruments

A _________ is the various steps used to transfer a negotiable instrument from party to party through a legally defined process.

negotiation

Generally, the UCC provides that a merchant can create an irrevocable firm offer even if there is ________ by the offeree. However, if the offeree gives consideration for the offer this would create a(n) _____.

no consideration; option contract

If Consumer Carl purchases a new in-the-box never-been-used lawn mower from Nelly Neighbor who is retired and not a merchant, there is ________ to Carl.

no implied warranty of merchantability

A _________ lacks any type of language that seeks to limit the negotiability of an instrument or conditions to its payment or transfer.

non-restrictive indorsement

In case of a partial breach, the _______ party may not be relieved from performing, and may still recover ________ from the breaching party.

nonbreaching; damages

If Sammy Seller has shipped _______ parts to to Megan Manufacturer and Megan accepts them, the UCC allows Megan to revoke her acceptance only if the _______ the value of the goods.

nonconforming; nonconformity substantially impairs

A(n) _______ lacks any type of language that seeks to limit the negotiability of an instrument or conditions to its payment or transfer.

nonrestrictive indorsement

Suppose Sam Seller ships 100 widgets to Bob Buyer. Under the UCC, after inspection of the goods, Bob may: (1)_______, or (2)________, or (3)_______.

notify Sam of acceptance; notify Sam of rejection; do nothing

Suppose Wanda Widget is a manufacturer and supplier of widgets across the industry. Wanda contracts with Tom Tools USA to supply his ordinary widgets, model 101. The contract between Wanda and Tom is for 1,000 widgets at $10 each, to be delivered to Tom's distribution warehouse in Idaho on September 1, with payment due on delivery. Suppose that Wanda delivers nonconforming widgets to Tom in Idaho and that Tom accepts them but later rightfully rejects them and fails to pay Wanda. At this point Tom must: _______.

notify Wanda within a reasonable time

Suppose Willie Wonka is a manufacturer and supplier of raw chocolate ingredients. Willie contracts with Godiva's Chocolate USA to supply 1,000 chocolate pallets at $20 for Godiva's manufacturing plant. The pallets are to be delivered to Godiva's distribution warehouse in California on September 1 with payment due on delivery. Suppose that Willie delivers nonconforming pallets to Godiva who accepts but then later rightfully revokes the acceptance. To prevail in court, Godiva should:_______. (Choose all correct answers)

notify Willie within a reasonable time; verify the nonconformity substantially impairs the value of the goods

Usage of trade means:

observing industry standards and practices that may be unique to the particular industry

In a contract for the sale of goods is analyzed based on the parties' course of dealing, the goods must be:

of the same quality as found in past contracts

The requirements for the enforceability of a lease are flexible and allow for ______ or incorrect statement of certain terms.

omissions

An instrument that is payable upon demand can be presented for payment at any time by its holder but it must state "payable _______" or _______.

on demand; omit the date

If goods are to be shipped, title passes to the buyer ________.

once the seller ships the goods as specified in the contract

Default rules, under the UCC:

only applies to unforeseen terms not addressed in the contract.

When a contract is missing key provisions of the contract it is called a(n):

open contract

The UCC's approach toward _______ terms is its _______ role because the UCC provides a variety of answers based on what terms are missing.

open; gap-filling

Suppose Carol owes Joseph $5,000 to repay a loan, and that Joseph owes Bruce $5,000 for the purchase of a car. Joseph can order Carol to pay Bruce, and if the _______ is in the correct form, it can be considered a(n) _______.

order; negotiable instrument

Paris offers to buy "all the mulch" Market Basket has and they agree. This contract is called a(n):

output contract

Generally ______ is a required term in enforceable contracts for the sale of goods the UCC provides an exception in a(n) _____ contract when the buyer agrees to buy all of the goods a seller produces.

output; quantity

The two exceptions to a missing quantity term being required in a commercial sales contract are __________ contracts, or ___________ contracts.

output; requirements

Under the UCC, a contract for the sales of goods _______ must be ______ to be enforceable.

over $500; in writing

The main difference between a lease and a sale is that the sale transfers ________ to the goods from the seller to the buyer, while a lease does not transfer title.

ownership

A(n) __________ breach is not material and does not concern a fundamental aspect of the agreement.

partial

In the Jacob and Youngs v. Kent case, the court held that the breach was ______ and awarded the _______ party equal to the difference in price between the contracted-to brand pipe and the pipe actually used.

partial; nonbreaching

Both industry standards and how the parties have performed in past dealings play an important role in determining the:

parties' obligations and rights

What must be included in a finance lease?

parties; goods; time for performance

Course of dealings involves _________ which provides a reference point for what the parties reasonably expected in terms of performance on a new contract.

past dealings

UCC Section 2-312 allows a buyer to sue a merchant software seller if the buyer is found liable for _______ due to her use of the software.

patent infringement

If Sammy Seller shipped goods to Megan Manufacturer, Megan's acceptance of the nonconforming goods triggers her obligation to _______.

pay for the nonconforming goods

If a negotiable instrument has the words "_________" whoever possesses the instrument will be entitled to payment.

pay to bearer

A check that states the magic words of negotiability, "_______" assumes a strict formality required by the UCC, and is considered a negotiable instrument.

pay to the order of John Mason; pay to bearer; pay to cash

Suppose Tom promises to pay Joe $1,500 on September 1st. Assuming all other requirements are met, this is a negotiable instrument because it is _________.

payable at a definite time

If the parties agree, the UCC allows that title may pass when the buyer ________.

pays for the goods on delivery

If an agreement uses language such as "_____" it will still remain a negotiable instrument.

per contract

Under the UCC, the _______ rule requires the seller to deliver the goods in a manner that matches the contract terms in every respect.

perfect tender

When an instrument states "Payable to Bearer", negotiation occurs when the holder: _______.

physically transfers possession of the instrument to its new holder

In a true lease, the lessor gives the lessee the right to _______ and use the goods to the lessee for a fixed period of time in return for rent but does not _______.

possession; transfer title

Article 2A defines a lease as "a transfer of the right to ________ and _______ of goods for a term in return for consideration, buy a sale or retention of a security interest is not a lease."

possession; use

Under the "__________" test, courts must discern the main purpose or thrust of a contract to determine whether the transaction predominately involves the sale of _______ or not.

predominant purpose; goods

The Magnuson-Moss Warranty Act requires that warranties be written conspicuously and in plain and clear language, as well as ________ state law.

preempting

Businesses frequently use _______ to initiate or respond to an offer to sell a good which usually have some blanks for the particular negotiated terms unique to the transaction.

preprinted forms

Modern commercial contract law protects consumers by largely eliminating the _______ contract requirement.

privity

The _______ contract requirement has largely been removed because it prevented many suits for breach of _______ and also encouraged multiple lawsuits along the chain of distribution.

privity of; warranty

To qualify as a finance lease under Article 2A, the agreement must restrict the finance lessor to a financing function who will look to the supplier for satisfaction of any _______ claims.

product liability

The UCC defines a(n) _______ as "a written undertaking to pay money signed by the party undertaking to pay."

promise

A __________ is any type of loan whereby one party offers to lend a specific amount of money with repayment in the future.

promissory note

A(n) ________ is any type of loan (personal or commercial) whereby one party offers to _______ a specific amount of money with repayment in the future.

promissory note; lend

As statement made by a car salesman such as "this car gets fantastic gas mileage" would be an example of (a/n) ________.

puffery

Since many express warranties arise in the context of advertising, the UCC makes a distinction between factual promises and "_______."

puffery

Normally, the offer takes the form of a(n) _______ from the buyer that contains preprinted clauses favoring the buyer and blanks for a shipment date, product information, and _______.

purchase order; quantity

A _________ adds language such as "Without recourse: to limit the indorser's loss exposure due to nonpayment.

qualified indorsement

A(n) _______ adds language such as "Without Recourse" to limit the indorser's loss exposure due to nonpayment, but the indorser may have some warranty liability.

qualified indorsement

A buyer must give notice to the seller of a breach of warranty within a _________ tie after the breach is discovered.

reasonable

Mitigation of damages requires:

reasonable efforts

Suppose Sam Seller ships 100 widgets to Bob Buyer. Unless the parties have agreed otherwise, under the UCC Bob has a(n) _______ time period to _______ the goods to be sure they conform to the contract.

reasonable; inspect

The UCC requires the court to determine a _______ price at the _______, based on industry customs and market value.

reasonable; time of delivery

Mitigating damages means essentially that the plaintiff is barred from recovery in court if she could have avoided damages with _______ efforts, and without ________ or additional expense.

reasonable; undue risk

Suppose that Joe owns a 44 acre ranch and Tom wants to buy it. Suppose the two met at the Triangle Coffee Shop to negotiate and agreed on a sale price of $150,000. Suppose Tom's real estate broker accidentally deletes a decimal in the price, making it $15,000 instead of the parties' agreed-upon price of $150,000. At closing, Tom gives Joe a check for $15,000 and refuses to pay any more, citing the price in the contract. So long as there was a sufficient basis for believing the parties intended the price to be $150,000, a court may simply _______ the contract. Tom may then show that Joe breached the contract and request _______ as an additional remedy.

reform; specific performance

If the parties have imperfectly expressed their agreement which results in a dispute, a court may _______ the contract by modifying it to more accurately conform to _______.

reform; the parties' actual intentions

In an installment contract, the buyer may _______ an installment only if the nonconformity substantially impairs the value of that installment and the nonconformity cannot be cured.

reject

Suppose Tom ships Joe 1,000 widgets in 10 boxes, 100 widgets each box. When the delivery truck arrives, three of the boxes are very damaged. If Joe wants to accept at least the 7 boxes, what are his rights?

reject the entire shipment; accept all the boxes as is; accept 7 boxes and reject the rest

In an installment contract, the buyer may _______ an installment only if the nonconformity substantially impairs the value of that installment and the nonconformity cannot be ______ by the seller.

reject; cured

If a seller breaches a contract, the buyer has various options to pursue remedies that depend to some extent on whether the buyer has: _____ or _______ the goods.

rejected; accepted

Betty Buyer breaches her contract with Tom Terrific if she does any of the following:

rejects the conforming goods; fails to make payment; repudiates the contract before the seller delivers the goods

If the contract does not require shipment, the goods will __________.

remain stored in a warehouse

What are the opportunities to obtain relief in breach of contract situation?

remedies; judicial actions; potential damages

If the seller has delivered goods and the buyer rejects them under the perfect tender rule, the seller has the right to: _______ or _______ the rejected goods as long as the time period for performance has not expired.

repair; replace

The parties have a right under the common law to ________ the contract, but the UCC treats a repudiation as a ______ even if performance is due.

repudiate ;breach

Under the UCC, a buyer breaches if she ________ the contract before the seller delivers the goods or fails to make payment.

repudiates

If Victor Vendor delivers goods to Barbara Buyer that are nonconforming to the contract, or if Victor _______ the contract, Victor might be _______.

repudiates; in breach of contract

When an anticipatory ________ occurs, the nonbreaching party __________.

repudiation; may file suit immediately

Anticipatory _______ can occur when a(n) __________ person would have believed that the promisor was unlikely to perform.

repudiation; reasonable

If Bob Buyer agrees to purchase all of Pablo Producer's grain for 6 months, the parties most likely have what is called a(n) ________ contract, a court will generally enforce it even though it falls to state a particular ______ of goods.

requirements; quantity

A negotiable instrument:

requires a fixed amount of money; must be in writing; is payable on demand or in the future (all of the above)

Suppose Willie Wonka is a manufacturer and supplier of mustard ingredients. Willie contracts with Mean Mr Mustard USA to supply 1,000 mustard packs for his mustard ingredients. The contract between Willie and Mustard is for 1,000 packs at $1 each, to be delivered to Mustard's distribution warehouse in Florida on September 1 with payment due on delivery. Suppose that Willie delivers conforming packages to Mustard in Florida, Mustard accepts but then later wrongfully revokes the acceptance. At this point Willie can: _______.

resell the mustard packs at FMV; sue for nonperformance and the incidental damages

Title to the goods does not pass, since the lessor retains it is in the form of a _____ interest in the goods.

residual

In a true lease, title to the property and a meaningful _______ remain with the lessor, while the lessee acquires the right to use and enjoy the goods for a limited period of time.

residual interest

A ________ is one that seeks to limit the negotiability of an instrument or impose a condition on the payee.

restrictive indorsement

A(n) _______, which is generally disfavored by the UCC, is one that seeks to limit the negotiability of an instrument or impose a condition on the payee.

restrictive indorsement

An indorsement that says "For Deposit Only" is a type of _______ that is allowed for checks.

restrictive indorsement

If Joseph writes on the back of the note "Pay to Tom only if he fixes my car" this would be an example of a(n) ________ which would generally be ineffective and not limit the negotiability of the note.

restrictive indorsement

Generally, so long as the goods are properly tendered as agreed, the _______ is allocated to the buyer at the time of tender.

risk of loss

The UCC determines when the title passes between the seller and the buyer, and allocates _______ from an accident, mishandling, or theft based on whether the agreement is categorized as a(n) _______ contract or a destination contract.

risk of loss; shipment

When there is a ________, the seller does not retain any ties to the goods.

sale

Article 2 of the UCC applies only to agreements for the _______.

sale of goods

Article 2 of the UCC governs contracts involving the ________.

sale of goods

In the context of contracts for the _______, Article 2 of the UCC should be thought of primarily as a strategic _______ in cases where the parties have not agreed otherwise to specific terms.

sale of goods; gap filler

UCC Article 2 governs _______ agreements, and if the parties to a sales transaction have not expressly agreed on certain terms, such as quantity and delivery dates, the _______ rules apply.

sales; default

The seller may have a right to cure after the time for performance has passed, but she must ________.

seasonably notify the buyer of her intent to cure

According to UCC Article 2A, a true lease of goods versus a(n) ________ involves the payment for temporary possession with an expectation that the goods _______ to the owner at the end of the lease term.

secured transaction; will be returned

A(n) _______ transaction occurs when the seller retains a(n) _______ in the goods being sold.

secured; security interest

The process of packaging promissory notes and negotiating their sale to investors is called ___________.

securitization

Jane makes payments to a company for office equipment she intends to keep at the end of the lease by renewing the lease for the remaining useful life of the equipment. What type of transaction does Jane intend to pursue?

security agreement

A business signs a three-year "lease" for a very old copier that only has an additional two-year useful life. What does the business maintain?

security interest

A(n) _________ is a legit right granted by a debtor to a creditor over the debtor's property, also known as ____________.

security interest; collateral

One of the main conditions for a finance lease to qualify under Article 2A is that the the finance lessor cannot participate in the ______, _______, or _______ the goods.

selection; manufacturing; supplying

If a lease contract is really a secured transaction, then the lessor is actually a(n) _______ in the transaction.

seller

Upon the buyer's breach, the _________ has various options to pursue remedies that depend to some extent on whether the buyer has rejected the goods or accepted them.

seller

In an installment contract each lot must be accepted and paid for _______.

separately

Generally, all contracts for the sale of goods are considered _______ contracts unless the parties have agreed otherwise.

shipment

Liz purchases a bed from Bisani Bedding to be shipped via Fed Ex. What type of contract is this?

shipment contract

_______ contracts require the seller to use a common _______ (such as U.S. Postal Service, FedEx, or UPS) to deliver the goods.

shipment; carrier

The statute of frauds provisions in the UCC require that the writing contain (1) ________, (2) ________ and (3) _______.

signature of the party against whom enforcement is sought; language showing the intention to form a contract; quantity of goods

A ____________ specifically identifies the party to whom the instrument is to be payable.

special indorsement

Suppose Honda Finance Co. packages thousands of their auto loans and sells them to a separate corporation, called a(n) _______, which is created specifically to own these notes. The SPV issues bonds that are secured by the notes and these bonds are then purchased by _______.

special purpose vehicle (SPV); private investors

Under the UCC, if the lease payments are at least $1,000 the lease must be in writing - unless the goods are _______ or ______.

specially manufactured; already received and accepted

A contractual remedy in which the court orders a party to actually perform its promise as closely as possible, because monetary damages are somehow inadequate to fix the harm is known as:

specific performance

If money damages are not adequate, a court may grant equitable relief which is primarily in the form of: _______, _______, or _______.

specific performance; reformation; injunctive relief

_______ can also be an appropriate remedy when a(n) _______ —who possesses a unique quality or expertise central to the contract—will perform the services.

specific performance; specific individual

_______ performance is available only when the subject matter of the contract is sufficiently _______, such as real estate, so that money damages are inadequate.

specific; unique

What law states that if the total payments to be made under the lease, excluding payments for options to renew or buy, are $1,000 or more, the lease must be in writing?

statute of frauds

The _______ is a legal requirement that certain contracts ______ in order to be enforceable.

statute of frauds; be in writing

Southeastern Supplies (SS) is a manufacturer and supplier of office equipment. SS contracts to sell University of Florida (UF), a local university, 5,000 UF Gator mousepads at $10 per mousepad for delivery on August 1 and payment of $100,000 due upon delivery. If UF breaches before accepting the goods, SS has the following options for remedies:

stop or interrupt the delivery of the goods; cancel the contract; de discharged of its performance obligations

If an agreement uses language such as "________" the instrument will become conditional and destroy its negotiability.

subject to contract

Suppose Marvelous Marvin Manufacturer sells Wally World 1,000 widgets on an installment contract for $15,000 each installment. If Wally rejects a nonconforming installment he can only do so because the nonconformity _______ impairs the value of that installment and the problem cannot be ______ by Marvelous Marvin. (Choose two correct answers)

substantially; cured

Suppose Marvin Manufacturer is a manufacturer of widgets. Marvin contracts with Rachel Retailer to supply 1,000 widgets at $10.00 each, to be delivered to Rachel's distribution warehouse in Arizona on September 1, with payment due on delivery. Suppose Marvin delivers nonconforming widgets to Rachel, who accepts them but later revokes her acceptance of the goods. After reasonable notice to Marvin, Rachel can: _______.

sue Marvin for damages

Suppose Wanda Widget is a manufacturer and supplier of widgets across the industry. Wanda contracts with Tom Tools USA to supply his ordinary widgets, model 101. The contract between Wanda and Tom is for 1,000 widgets at $10 each, to be delivered to Tom's distribution warehouse in Idaho on September 1 with payment due on delivery. Suppose that Wanda delivers conforming widgets to Tom in Idaho and that Tom wrongfully rejects them and fails to pay Wanda. At this point Wanda can: _______.

sue for incidental damages; sue for the purchase price; resell the goods

Suppose Wally Widget is a manufacturer and supplier of widgets across the industry. Wally contracts with Beaver Tools USA to supply his ordinary widgets, model 101. The contract between Wally and Beaver is for 1,000 widgets at $10 each, to be delivered to Beaver's distribution warehouse in Minnesota on September 1 with payment due on delivery. Suppose further that after Wally received the order but before he shipped the goods, Beaver sends Wally a text that says "CANCEL the 101 ORDER". Wally can: _______.

sue for non acceptance and incidental damages if any; cancel the contract and be discharged of all performance obligations

Suppose Wally Widget is a manufacturer and supplier of specially manufactured widgets across the industry. Wally contracts with Beaver Tools USA to supply 5 Wally Widgets, model 101. The contract between Wally and Beaver is for the 5 widgets at $10,000 each, with a deposit of $10,000 with the balance due upon delivery of no later than September 1. "Time is of the Essence" is denoted in the contract. Suppose Beaver receives the shipment on August 18, but it is nonconforming. At this point Beaver can: _______.

sue for specific performance; cover and purchase conforming widgets elsewhere; allow Wally to cure the problem by September 1

Suppose Marvin Manufacturer is a manufacturer of widgets. Marvin contracts with Rachel Retailer to supply 1,000 widgets at $19.00 each, to be delivered to Rachel's distribution warehouse in Arizona on September 1 with payment due on delivery. Suppose Marvin delivers conforming packages to Rachel in Arizona, who accepts them but refuses to pay the contract price. At this point Marvin can: _______.

sue for the purchase price

A finance lessee will have to turn to the _______, with respect to any dissatisfaction with the goods

supplier

Finance leases involve a relationship among three separate parties: the _______, the _______, and the finance _______.

supplier; lessee; lessor

If a breach relates to a fundamental term of the contract, it is called a total breach and the nonbreaching party is entitled to either: ___________ or ___________

suspend performance; be completely discharged from her obligations

The UCC defines "goods" as property that is: __________ and _________.

tangible; movable

What may be the best reason(s) to lease equipment?

tax deductions; current equipment access; preserve cash flow

According to the UCC, the true lease of goods involves the payment for _______ possession with an exception that the goods will be returned to the owner at the end of the lease term.

temporary

The seller has a duty under the UCC to __________ the goods to the buyer.

tender; perfectly

With regard to consideration in a sales contract, the UCC differs from the common law that:

terms of a sales contract may be modified without additional consideration.

If the time of delivery is not specified in a contract, the UCC provides _______.

that delivery take place at a reasonable time under the circumstances.

The source of warranty law is governed under:

the UCC

The underlying policy goal of Article 2 of the UCC is to: _______ and _______.

the completion of business transactions; promote commercial efficiency

If the contract does not require shipping or the delivery of documents of title, title passes to the buyer when ________ and the goods _________.

the contract is effective; are identified

What most likely happens at the end of the lease term?

the equipment is returned to the lessor

Absent specific agreements between the parties, the reasonableness requirement of the UCC governing delivery of goods requires each of the following except:

the goods must be delivered on a weekday

Under the perfect tender rule:

the goods must match the contract terms in every respect

If the instrument is order paper and payable to an identified person, its negotiation requires that: _______ and _______.

the identified party physically transfer the instrument; the identified party indorse the instrument to its new holder

One can become a holder of an instrument in two ways: (1) _______ or (2) _______.

the instrument is issued to a specific person; the instrument is transferred to that person by negotiation

A promissory note creates a promise to repay involving two parties:

the maker and the payee

Suppose Marvin Manufacturer ships 1,500 widgets to Sally Supplier via an installment contract. After arrival of the widgets, if Sally discovers the widgets in this installment are nonconforming, she has the right under the UCC to reject the entire installment if _______, and _______.

the nonconformity cannot be cured; the nonconformity substantially impairs the value of the entire installment

Under Article 2 of the UCC, if both parties to a contract are merchants, additional terms automatically become part of the enforceable contract unless one of the following conditions exists:_______, _______________, or ____________.

the offeror is limited to original terms; the offeror objects to the additional terms within a reasonable time; the additional term is a material change

A buyer can accept one installment without giving up the right to reject any additional installments that are nonconforming which is an exception to:

the perfect tender rule

Which is true of open-price-term contracts?

the price becomes the reasonable price at the time goods are delivered

In Car Transportation Brokerage Company v. Blue Bird Body Co., the court held in favor of:

the seller

The right to cure may exist after the time period for performance has come due, if ________.

the seller believes the nonconforming goods will be acceptable

The right to cure may exist after the time period for performance has come due, if _____________.

the seller believes the nonconforming goods will be acceptable

The shipment of nonconforming goods by the seller means that the risk of loss remains with the seller until _______, or _______.

the seller corrects the problem; the buyer accepts the goods

The buyer's primary obligation is triggered when:

the seller tenders the delivery

According to ________, some contracts must be in writing in order to be enforceable.

the statute of frauds

According to the UCC if a time period of acceptance is not stated in the offer to sell goods, the time period for acceptance will be _________.

three months

If a draft is payable at determined future date it is a(n) _______, whereas a draft that is payable at any time upon demand is called a(n) ______.

time draft; sight draft

A promissory note that is payable at a particular date is called a ______, while one that is payable at any time upon request by the payee is called a(n) _______.

time note, demand note

A sale transfers ownership, or _______, to the goods from the seller to the buyer.

title

If the seller has shipped conforming goods as agreed, the buyer has the duty to accept the and become the owner of the goods in accordance with concepts of __________.

title

The legal term for ownership is:

title

What does a lease not transfer?

title

Under Section 2-312 of the UCC, every seller must make the following guarantees: _______.

title is free and clear of claims of others; goods are free of security interests; not stolen or acquired through fraud

Larry Lumbermill promises to sell 1,200 board feet of precut 2"x8" studs to Carl Contractor for a new home construction to be delivered at the work site by 5PM the next business day. What happens if, during the delivery Larry's delivery truck has a terrible accident and the lumber is severely damaged? Who pays for the lumber? The answer to this question involves the UCC's ______ and the _______.

title; risk of loss

The parties may agree that ________ will pass once the goods leave the seller's ________.

title; warehouse

If Megan Manufacturer has provided perfect tender to the buyer Rachel Retailer, Rachel's obligation is _______ Megan subject to Rachel's right to inspect.

to pay

The buyer's primary obligation _______ is triggered when the seller tenders delivery of conforming goods (aka the ______ rule).

to pay; perfect tender

Generally, a person is in _________ of her contract when she fails to fulfill a fundamental term of the contract.

total breach; material breach

A negotiation is the various steps used to _______ a negotiable instrument from party to party through a legally defined process.

transfer

The sale of goods is governed by the UCC and involves the _______ from a seller to a buyer.

transfer of title

Suppose Willy Widget is a manufacturer and supplier of widgets across the industry. Willy contracts with Ace Tools USA to supply special widgets with Ace's logo stamped on the widgets. The contract between Willy and Ace is for 10,000 widgets at $10 each, to be delivered to Ace's distribution warehouse in Phoenix Arizona on September 1 with payment of $100,000 due on delivery. Suppose further that Willy has shipped the goods, and as part of its routine due diligence contacts Ace's bank president who informs Willy that Ace has 'insufficient funds' to pay for the widgets on delivery. As the seller, Willy can: _______.

treat it as a material breach, and sue for contract price of specially manufactured widgets; treat it as a material breach and stop or interrupt delivery of the widgets

True or False: UCC Section 2-313 has a great deal to do with these marketing and sales-related activities.

true

True or false: A drawer of an instrument can make it payable to more than one person.

true

A negotiable instrument consists of the following elements ________.

unconditional promise or order; to pay a fixed amount of money; made payable "to order, "to bearer," or "to cash" (ALSO: must be in writing; signed; made payable either on demand or at a definite time in the future)

The parties may craft their own remedies in their sales agreements, but UCC terms will apply if the terms are declared _________.

unconscionable

A(n) _______ does not include any language that limits the indorser's nonpayment liability.

unqualified indorsement

The parties may agree to specify liquidated damages as compensation for the nonbreaching party, however they will not be enforced if a court concludes they are _______ and act as a _______.

unreasonably high; penalty

Tom manufactures widgets that conform to NASCAR specifications for widgets. If Joe buys 1,000 of Tom's widgets his contractual expectations would be based on ________.

usage of trade

________ refers to any general practice of method of performance that is specific to a particular trade or industry.

usage of trade

___________ refers to any general practice or method of performance that is specific to a particular trade or industry.

usage of trade

If the instrument is classified as a negotiable instrument, it can be readily exchanged or sold to third parties for __________.

value

A promise to repay with a(n) _______ rate will be a negotiable instrument as long as the principal or total loan amount is a(n) ________.

variable interest; fixed amount

Joe lives in a state where he can sue the manufacturer of goods he purchased for breach of warranty even though he never contracted with that company. The courts in this state have done away with the requirement of horizontal privity. What is the type of privity in this situation?

vertical privity

A good faith buyer does not acquire valid title of the seller obtained a(n) ________.

void title

The UCC rule is that a good faith buyer acquires valid title so long as the seller obtained __________.

voidable title

A(n) __________ title involves a purchase of goods through fraud or deceit whereas a(n) ______ title involves property obtained through theft.

voidable; void

The UCC has provisions that protect consumers by requiring sellers to offer ________ or promises regarding important aspects of the goods.

warranties

The UCC rules regarding exclusion of ________ in lease contracts are also quite similar to the exclusion rules for sales contracts.

warranties

_______ are recognized as legally enforceable _______ under state statutory laws based on Article 2 of the UCC.

warranties; promises

A(n) ____________ is a seller's promise to a consumer concerning an important aspect of the goods.

warranty

Generally, a(n) _______ is a guarantee or promise providing assurance by one contracting party to the other party that specific facts or conditions are true or will happen.

warranty

The law has evolved to protect consumers and largely eliminate the privity of _________ requirement.

warranty

If a contract requires the seller to deliver goods to a common freight carrier who will transport the goods to the buyer's location, title passes _________.

when the seller delivers the goods to a common freight carrier

The UCC permits disclaimers of warranties:

when the seller disclaims properly

Liquidated damages clauses _______ be enforced if the amount is unreasonably high and functions as a penalty.

will not

If a seller-merchant offers a(n) _______, the transaction is subject to the provisions of the Magnuson-Moss Act.

written express warranty