Bus Law Ch 11
Under the UCC, parol evidence may not be used
a. "if the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement"
Which of the following is a contract most likely to fall under UCC Article 2
a. Abbie purchases a suite of office furniture from Office Lots
In QVC v. MJC America, where QVC sued for breach of contract after electric heaters delivered by MJC were shown to have defects, the trial court held that:
a. MJC was liable to QVC for a number of kinds of damages
In Crest Ridge Construction v. Newcourt, where an order for construction materials that Crest Ridge needed was rejected for failure to meet credit terms, and Crest Ridge had to find a higher-cost replacement and sued Newcourt for damages, the appeals court held that
a. Newcourt was liable for breach of contract because there was sufficient evidence that the two companies had formed a contract under the definition found in the UCC
Northwest is a micro-brewery. It orders bottles from M that must have crests inscribed on the bottles. To be sure the bottles meet specifications, Northwest hires someone to check them as they were produced at M. With respect to the expenses of hiring the inspector:
a. Northwest pays the expenses but may recover them if the bottles do not conform
_______is a valid and sufficient offer of performance under a contract.
a. Tender
Most states have recently adopted______to cover certain leases of personal property
a. UCC Article 2A
Miller needs to paint his metal workshop. He tells the paint store what he needs and says he is concerned about peeling. The seller recommends Pitts, which the company advertises as good for such use. If Miller buys Pitts based on the recommendation, and it peels right away, with respect to fitness for a particular purpose, there is:
a. a breach of implied warranty; Miller relied on the maker's judgment and claims
If parties to a contract involving a sale of goods fail to specify price, and if there is dispute, so that a court must determine the price, under the UCC the price will be
a. a reasonable price
An express warranty may be created by all but which of the following:
a. a seller's promise about goods being sold b. a seller's guarantee regarding the safety of a good c. the sample the buyer received from the seller d. the description of the goods provided by the seller
The UCC's Article 2 does not cover the sale of
a. a truck load of printer paper b. furniture c. a load of corn d. a computer sold to a business e. all of the other specific choices are covered by Article 2
Under UCC Article 2, the buyer has an obligation to:
a. accept conforming goods b. pay for the goods according to the contract d. both a and b are correct
The UCC defines goods as
a. all things which are moveable at the time of identification to the contract for sale
Under the CISG, advertisements:
a. are not offers that can be accepted to form a contract
In a sale under the UCC, title to goods passes when the goods
a. arrive for shipment at a port or train or trucking facility b. arrive at the buyer's facility c. leave the seller's facility d. when the goods are halfway between buyer and seller e. any of the other choices would be allowed
UCC's damage measures are designed to put the seller in:
a. as good a position as if the buyer had performed contractual obligations
When the seller has delivered conforming goods, the buyer has a duty to accept them. This is referred to as:
a. buyer's duty of acceptance
A buyer who receives goods that are nonconforming may reject them as a breach of contract and withhold payment. This is referred to as:
a. buyer's right of rejection
A seller's right to cure an improper tender of goods protects sellers from:
a. buyers rejecting shipments based on minor problems when the price of the good is falling
A good is tangible if it
a. can be seen and touched
If the buyer breaches a UCC contract while the goods are still in the possession of the seller, the seller is authorized to:
a. cancel the contract b. salvage the goods c. stop delivery of the goods d. none of the other choices e. all of the other specific choices are possible
Commercial codes
a. date back thousands of years
If a contract for the sale of goods does not specify where goods are to be delivered, the UCC presumes that in most cases
a. delivery is at the seller's place of business
When a court must determine a price for a contract under the UCC, they look to
a. fair market value b. usual business practices c. a reasonable price d. all of the other specific choices may be used
The seller's basic obligation under the UCC does not include:
a. financing the purchase of conforming goods
Article 2 of the UCC covers the sale of
a. good
After a breach of contract by a buyer, expenses associated with stopping delivery, transporting and taking care of the goods after the breach, returning or reselling the goods are all examples of:
a. incidental damages
In the event of a breach of sales contract by the seller, all reasonable costs or direct expenses associated with the delay in receiving the goods or in tracking down substitute goods are included in the:
a. incidental damages
An item is movable if
a. it can be carried from one location to another
If a country has adopted the United Nations' Convention on the Recognition and Enforcement of Foreign Arbitrable Awards then:
a. its courts are bound to recognize and enforce arbitration decisions that have followed proper procedure
The UCC's Article 2 does not cover the sale of
a. land
A "reasonable price"
a. may or may not be "fair market value"
Under the UCC a buyer who receives good that are nonconforming:
a. may reject them and withhold payment b. may cancel the contract and recover from the seller any prepayments c. must notify the seller of a rejection in a timely manner to allow the seller to either cure the non-conformities or reclaim the goods d. all of the other specific choices
Lex mercatoria refers to
a. medieval European rules governing trade issues
Ordan's agreed to sell olives to Vic's. The goods were shipped Monday for Friday delivery. On Wednesday, while the goods were in transit, Vic's canceled the contract. Ordan's may:
a. minimize losses by reselling the goods to another buyer
Under UCC Article 2, terms regarding payment, delivery and price are
a. not necessarily necessary for the formation of a contract
Unlike the UCC, the CISG governs:
a. only commercial sales or sales between merchants
A(n)_______is when a buyer agrees to take all of the output of a certain seller.
a. output contract
If, when considering a contract under the UCC, the court needs to resolve a term that is not clearly specified, the courts prefer to look to
a. past dealings of the party
Under Article 2 of the UCC a contract can exist even if which of the following terms is(are) omitted
a. payment terms b. delivery terms c. price d. all of the other specific choices are correct
Under the CISG, an offer becomes effective when:
a. received by the offeree; it may be withdrawn any time before acceptance is communicated
A seller or buyer is considered a merchant by the UCC when he
a. regularly deals in goods of the kind involved in the transaction b. by occupation presents himself as having knowledge or skill specialized to the transaction c. employs an agent or broker who holds himself out as having requisite knowledge or skill d. any of the other specific choices
Which of the following is a way in which the buyer may default on contractual obligations:
a. rejecting a tender of goods that conform to the contract b. wrongfully revoking an acceptance c. both choices a and b are correct
Which of the following is a way in which the buyer may default on contractual obligations:
a. rejecting a tender of goods that conform to the contract b. wrongfully revoking an acceptance c. repudiating the contract d. failing to make a payment e. all of the other specific choices are correct
A(n)_______is one in which a seller agrees to provide all of a certain good that a buyer needs.
a. requirements contract
When a seller has agreed to supply all of the needs of a buyer, there is a
a. requirements contract
Under Article 2 of the UCC, a merchant's firm offer
a. requires a signed writing by the offeror that the offer will remain open for a given period b. is irrevocable if stated in writing that it remains open for a given time c. stays open for a time not to exceed 3 months, if no other period of time is stated in the offer d. does not require consideration to be irrevocable e. all of the other choices
Which of the following is not true, under UCC Article 2, about a merchant's firm offer
a. requires a signed writing by the offeror that the offer will remain open for a given period b. is irrevocable if stated in writing that it remains open for a given time c. stays open for a time not to exceed 3 months, if no other period of time is stated in the offer d. does not require consideration to be irrevocable e. all of the other choices are true
To satisfy the Statute of Frauds under UCC Article 2 there must be
a. some basis for believing that the parties made a contract of the sale of goods
Incidental damages awarded to a seller after a buyer's breach of contract can include compensation for which of the following:
a. stopping delivery b. transporting and taking care of the goods after the breach c. returning or reselling the goods d. all of the other specific choices are correct
Under the UCC, merchantable means that goods must be of a quality comparable to:
a. that generally acceptable in that line or trade
When terms in contracts conflict, it is called
a. the "battle of the forms"
Most states accept the UCC's provisions on most topics because
a. the benefits of lowering the costs of doing business across state lines was so great
A person may hold legal title to a good if
a. the good exists b. the good has been identified to the contract d. choices a and b are correct
If a good has been stolen and is then sold to an unsuspecting buyer
a. the good title does not pass to the buyer
Jill's ordered 1,000 boxes of white paper for use in copying machines. The Paper Company delivered 1,000 boxes of orange paper. Jill's rejected the order but had to put the boxes in storage for two weeks until Paper could get the paper and deliver the right paper. Jill's lost sales to Kingaroos while waiting for the right paper. Suing Paper, Jill's may recover:
a. the reasonable costs of inspecting the goods b. the reasonable costs of storing the paper c. the value of lost sales d. none of the other choices would be covered e. all of the other specific choices would be possible
In the event of a breach by the seller for shipping improper goods, and assuming the buyer correctly rejected the delivery of the goods, the buyer's incidental damages may include:
a. the reasonable costs of inspecting, transporting, and caring for goods while in buyer's possession
If the parties to a sale under the UCC do not specify when the title to the goods passes, then, assuming the goods did not have to be moved, title passes to the buyer when
a. the seller recognizes "payment in full" b. the seller ships the title documents and goods c. the buyer inspects the goods d. the buyer makes "substantial" payment e. any of the other choices
If a buyer rejects a shipment of goods as not conforming, the seller has the right to cure the defect, which includes which condition(s):
a. the seller repairs or replaces the defective goods within the time for performance b. the seller notifies the buyer in a timely manner of the intent to cure the defect c. the time for performance has not passed e. all of the other specific choices
Under UCC Article 2, when there is a failure to respond to a writing signed by the other party
a. there may be a good contract
Under UCC Article 2, a sale must involve the transfer of the_____to the goods involved in the sale
a. title
Under the UCC Article 2, a "reasonable time" for delivery of a good is determined by
a. trade custom b. the apparent intentions of the parties c. the availability of transportation services d. all of the other specific choices are correct
Under the UCC, a merchant is not one who
a. uses an agent who holds herself out as having special knowledge about the goods sold b. presents himself as having skill specialized in the transactions c. regularly deals in goods of the kind involved in transactions d. has business expertise used in transactions involving particular goods e. all of the other choices are merchants under the UCC
A(n)_____is a statement or representation made by a seller that goods conform to certain standards of quality, safety, performance, and title.
a. warranty
________of the Uniform Commercial Code governs the law of commercial sales.
b. Article 2
QD representatives met with EDS managers. They discussed plans for a conference room with Persian carpets, quality furniture, and nice art. The parties agreed that the job would be done for $100,000, the final bill to be subject to review. QD delivered a room with ordinary carpet and furniture and posters of dogs. They sent a bill for $85,000. EDS sues QD:
b. EDS should win based on the UCC's provisions providing express and implied warranties of quality and merchantability
Which of the following is a contract most likely to fall under UCC Article 2
b. GM buys seat belts from Ace to install in new Cadillacs
In Lee v. R&K Marine, where a boat that Lee bought became unusable after only three years when it fell apart, and the seller had expressly disclaimed all warranties, the court held:
b. Lee was out of luck because the seller properly disclaimed warranties c. Lee had no case because the retailer's disclaimer met all the UCC requirements
Lisa mailed an offer to sell cotton to Jeff who sent an acceptance. However, Jeff made changes in the time and place of delivery. Under the UCC's Article 2
b. an acceptance is valid if the parties intend to form a contract⎯even though the acceptance contains some
Under the common law, an acceptance cannot deviate from the terms of the offer without being considered either a rejection or a counteroffer. Under UCC Article 2
b. an acceptance is valid when the parties intend to form a contract⎯even though the offeree's acceptance
Unlike express warranties, implied warranties:
b. are automatically imposed on sellers unless they specifically disclaim them
A California winery shipped its Rotgut Red wine to the House of Wines. The wine was improperly bottled, causing the wine to blow its corks and spew wine all over Wines' carpeting. In Wines' suit against the winery, the damages to the carpet will be considered:
b. consequential damages
If a price is unclear when a contract is found to exist, the UCC directs the courts to
b. determine "a reasonable price"
Because the UCC's warranty requirements create a tough standard, sellers may wish to reduce their liability by issuing:
b. disclaimers
The Convention on the International Sale of Goods (CISG):
b. does not contain a statute of frauds provision so that either oral or written contracts in international markets may be enforceable
Under the UCC, a merchant is not one who
b. has an Internet site that links to sellers of multiple goods
Suppose parties to a contract that is under the UCC fail to specify some term. The UCC
b. has rules to fill the gap about a silent term
If the buyer relies on the seller's skill or judgment to select the goods for that purpose, a(n) suited for that purpose is created. that the goods are
b. implied warranty
Suppose a contract to buy chickens is under the CISG, but the contract does not state what the age of the chickens should be. In a dispute, the courts would look to:
b. industry practice
The subject matter of a sales contract is not considered a good under Article 2 unless
b. it is movable and tangible
Which of the following is not true, under UCC Article 2, about a merchant's firm offer
b. it must be open to all members of the public
Sales law developed in medieval Europe was known as
b. lex mercatoria
Under the CISG, contracts:
b. need not be formally written
Under the__________ the seller must tender the quality, quantity, and delivery method exactly as specified in the contract or the buyer has the right to reject the goods and rescind the contract.
b. perfect tender rule
The UCC's remedies for breaches of contract for the sale of goods are intended
b. place the nonbreaching party in the same position as if the contract had been performed according to its terms
The CISG applies to contracts for commercial sale of goods made by parties who have _______ in different countries that have ratified the CISG.
b. places of business
Under the UCC, a buyer's damages are to put the buyer in as good a position as if the seller had performed the contract. The buyer is allowed to seek incidental damages for recovery of costs resulting from the breach. Incidental damages include:
b. reasonable costs of inspecting, transporting, and caring for goods while in the buyer's possession
According the UCC's statute of frauds all
b. sales of goods worth more than $500 must be in writing
In Orkal Industries v. Array Connector, where Orkal bought parts from Array by sending an order form, but Array confirmed with its own form that contained different terms. Orkal did not object to the different terms until litigation arose later at which point the added terms mattered. The courts held that under the UCC
b. the buyer, Orkal, controlled the terms, so the original order form controls; Array could have forced a change by requiring Orkal to recognize its different terms, but it failed to do so
It is customary for new car dealers to clean and check new cars prior to delivery to customers. Danver Chevrolet fails to do those checks before delivering a new car to a buyer. A check would have revealed that the exhaust was going into the passenger compartment. While driving, the buyer is overcome by carbon monoxide and crashes.
b. the dealer may be liable to a buyer for damages under a breach of an implied warranty arising from trade usage
If goods do not conform to the standards created by the warranty:
b. the seller can be held liable for damages for breach of warranty
The proper tender of goods to, and their acceptance by, the buyer entitles the seller:
b. to be paid according to the contract
The seller's basic obligation under the UCC is to:
b. transfer and deliver goods that conform to the contract to the buyer
Ready Construction buys a computer system from Ace that Ace will also service. Two years after the sale, a disagreement develops. Ace has determined that the common law of contracts favors it. Article 2 favors Ready. Ace should
b. try to show that the value of service dominates
Under the CISG, offers made to are valid offers to make a contract.
c. "one or more specific persons"
In October, Ashton Co. ordered machines from Ross Tool to secure propellers onto airplanes. Delivery was set for December. In November, Clyde told Ashton that its propeller supplier could not ship propellers that would fit the Ross machines. Ashton told Ross that it was canceling the contract for the machines. Ross may sue
c. Ashton for breach to recover additional expenses not covered by the resale or the salvage
In Griffith v. Clear Lakes Trout, Griffith grew trout for Clear Lakes; the parties got into a dispute over what were "market size" trout, as Clear Lakes wanted larger fish. The court held that
c. Clear Lakes was incorrect about trade usage regarding "market size" so Griffith had no an obligation to grow larger fish to be in compliance with the contract a. since both parties had agreed for 3 years that "market size" was 12 to 16 ounces, Clear Lakes was liable for breach of contract when it tried to change the definition of "market size"
______are foreseeable damages that result from a seller's breach.
c. Consequential damages
The_______was adopted by the United Nations to have a commercial code that parties would think unbiased.
c. Convention on Contracts for the International Sale of Goods
_____means that the good "must be of a quality comparable to that generally acceptable in that line or trade."
c. Merchantable
Under the common law, a contract cannot be formed until an offer is clearly accepted. Under UCC Article 2
c. a contract "may be made in any manner sufficient to show agreement" between the parties
A warranty of title means:
c. a seller is the rightful owner of the goods being sold
Tender is:
c. a valid and sufficient offer of performance under a contract
Under the common law, an offer can be revoked
c. anytime before acceptance
UCC Article 2 has been adopted
c. by 49 states
A warranty may be generally defined as a statement:
c. by the seller that its goods conform to certain quality, safety, performance or title standards
Early sales law was governed by state law. This created a significant legal challenge for managers because
c. different rules developed across the states
The UCC's definition of "conspicuous" for a disclaimer is that the disclaimer is:
c. is written so that a reasonable person would notice it
Andrea offered to buy apricots from Aramos. The offer was for 10 tons at $1.20 per pound to be transported to Andrea's warehouse in Aramos trucks. Aramos accepted the offer, but said that the goods would be transported in Andrea's trucks. A dispute later arose and Aramos refused to sell the apricots, asserting that no contract existed. If Aramos sues, it
c. loses if it can be shown that the parties intended to form a contract even though the acceptance contained different terms from those of the offer
Under the CISG, in the event of breach, the parties:
c. must be given a notice of breach and a chance to cure the problem
A buyer ordered custom made equipment. The delivery date was not set, but the seller promised to do the job in a reasonable time. When the equipment was not ready when the buyer hoped, the buyer cancelled the order. The seller demanded payment. You would expect the court to hold that
c. no delivery date was fixed, but the seller worked on the equipment and so will be paid for the work done up to time of cancellation
Language that attempts to dismiss an express warranty is warranty. when the disclaimer is inconsistent with the
c. not effective
With respect to parol evidence and the UCC
c. oral evidence may be used to explain trade dealings
When a buyer has agreed to purchase the total output of a seller, there is a(n)
c. output contract
Under the common law, contract modifications must be supported by new consideration to be binding on the parties. Under UCC Article 2
c. parties need not provide new consideration to modify an existing sales contract
Under the UCC, a buyer's damages are to put the buyer in as good a position as if the seller had performed the contract. The buyer is allowed to seek incidental damages for recovery of those costs resulting from the breach. Incidental damages include:
c. reasonable costs of inspecting, transporting, and caring for goods while in her possession
Ready Construction buys a computer system from Ace that Ace will also service. Two years after the sale, a disagreement develops. Ace has determined that the common law of contracts favors it. Article 2 favors Ready. Ready should
c. show that the value of the system is greater than the value of the service
If the buyer relies on the seller's skill or judgment to select the goods for that purpose, an implied warranty is created.
c. that the goods are suited for that purpose
In Dingxi Lonhai Dairy v. Becloud Technology, Dingxi agreed to send four shipments to Becwood. Becwood received the first two shipments but refused to pay for the second one because of mold on the packaging. Dingxi sued for breach. The appeals courts held that:
c. the CISG did not cover the international contract because the parties specified the Commercial Law of China; under it, Dingxi has no claim due to product defect
Comparing the UCC to the CISG, when it comes to giving judges authority to fill in terms that are not complete in a contract:
c. the UCC is more generous about filling in unclear or unstated terms
If the buyer is willing to accept nonconforming goods:
c. the contract must be rewritten
Warranty of title includes the warrant that:
c. the goods being sold are free of any claim of infringement
If the buyer is willing to accept nonconforming goods:
c. the goods must be paid for
Under the UCC, the seller's basic obligation includes being concerned with:
c. the place of delivery c. the quality of the goods provided c. the appropriate manner of delivery c. the timeliness of delivery
A buyer and a seller would like to enter into a contract for the sale of goods. In his offer the buyer does not specify a price. The seller agrees with the arrangement.
c. there is a contract under Article 2 because it allows the parties to enter into a contract even though the price is to be determined later
When a seller fails to deliver goods, either by being too late to be useful or because the goods are nonconforming, the buyer is entitled:
c. to buy substitute goods and recover the price difference
The buyer's damage provisions under the UCC are designed:
c. to put the buyer in as good a position as if the seller had performed according to the contract
The UCC's purpose is
c. to simplify, clarify and modernize the law governing commercial transactions
A buyer and seller have been doing business for months without a formal contract. Every Monday, the seller delivers supplies to the buyer's business. Every Thursday, the buyer pays the invoice by mail. Is there a contract between the parties?
c. under the UCC, a contract has been formed by the conduct of the parties
Balls, Inc. sells all baseballs needed by Major League Baseball (MLB). MLB agrees that prices and quantities will be determined at the beginning of each year. After 4 years, MLB decides its needs fewer balls and demands it be allowed to buy less. Balls demands MLB buy as much as in years before. If MLB sues under the UCC it will likely
c. win if the contract modification is sought in good faith
Every state except______has adopted UCC Article 2
d. Louisiana
In Crest Ridge Construction v. Newcourt, where an order for construction materials that Crest Ridge needed was rejected for failure to meet credit terms, and Crest Ridge had to find a higher-cost replacement and sued Newcourt for damages, the appeals court held that
d. Newcourt was liable as its actions gave Crest Ridge reason to believe the sale had been approved
Contracts under Article 2 of the UCC could include
d. a load of wheat
Ramirez contracted to buy a new truck. On the delivery date, the truck was not ready. After it was delivered, the truck had many problems that could not be fixed. Ramirez wanted to rescind the contract but the seller wanted more chances to repair. The court likely found:
d. accept conforming goods and pay for them according to the contract
A seller can breach a sales contract in which of the following ways:
d. all of the other specific choices are correct
The UCC modifies the common law perfect tender rule by:
d. allowing the buyer to accept less than the entire shipment
In international contracts for the sale of goods:
d. concerns about differences in contract rules can be managed by use of the CISG
The (higher) price paid by a buyer for substitute goods in the event of a breach by a seller is called:
d. cover
The________is what is paid for the substitute goods when a seller fails to deliver goods as specified by a contract.
d. cover price
A(n)_______is created by a seller's promise or guarantee as to the quality, safety, performance, or durability of goods being sold.
d. express warranty
The UCC defines good-faith dealings as
d. honest in fact in the conduct or transaction incurred
A disclaimer of an implied warranty is permitted if the disclaimer uses the word merchantability and the disclaimer:
d. is conspicuous
Article 2A of the UCC, recently adopted by most states, expands the UCC to cover
d. leases of personal property
The title represents the
d. legal rights to ownership of a thing
A computer store that one of HJ's friends owned went broke. HJ bought some disk drives from the friend. HJ sold the equipment. Some buyers are mad because the equipment has problems. HJ told them no refunds. If buyers sue him based on the UCC, they are likely to:
d. lose because HJ does not regularly deal in these goods
Under the UCC, oral testimony
d. may be used to explain trade dealings
Article 2 provides minimum requirements that goods must satisfy to be merchantable, including that the goods must be:
d. reasonably fit for the purposes for which they are being sold and of fair, average, merchantable quality
Which of the following commercial sales could not fall under the CISG:
d. ships
When reclaiming and reselling goods does not fully compensate a seller for a buyer's breach of contract, damages are the remedy. Damages are to put the seller in as good a position as if the buyer had fulfilled its obligations. The seller is also allowed to seek incidental damages for recovery of costs resulting from the breach. Those costs may include expenses for:
d. stopping delivery, transporting and handling the goods after the breach or returning or reselling the goods
In Paramount Contracting Co. v. DPS Industries, DPS claimed there was a contract to deliver hundreds of truckloads of dirt for Paramount, which claimed no contract had come into existence. The courts held that
d. the contract fell under Article 2 of the UCC as it was a contract for goods and Paramount breached the contract
An express warranty may be created by all but which of the following:
d. the guarantee the buyer reasonably expects for the product
If a North Carolina firm contracts to buy toys from a seller in China, if there is a dispute:
d. the parties can choose in their contract where the dispute will be resolved
Buyer is obligated to pay damages under Article 2 for a breach of contract if:
d. the seller delivered conforming goods to the buyer or delivered goods to an independent carrier that delivered to the buyer
If a buyer rejects a shipment of goods as not conforming, the seller has the right to cure the defect, except for which of the following:
d. the seller is due a "reasonable time" for repair or performance past the original due date
By definition, a sale under Article 2 of the UCC requires that
d. title to the goods pass from the seller to the buyer and that a price be paid for the good
A buyer and seller have been doing business for months without a formal contract. Every Monday, the seller delivers supplies to the buyer's business. Every Thursday, the buyer pays the invoice by mail. Difficult times arrive. The buyer fails to make payment and the seller sues for breach of contract. Is there a contract?
d. under the UCC, a contract has been formed by the conduct of the parties. The seller will prevail
Under the UCC, the seller's basic obligation includes being concerned with:
e. all of the other specific choices are correct
Under the CISG, advertisements:
e. are offers to enter into negotiations
With respect to warranty disclaimers, under the UCC a seller:
e. may disclaim any warranty so long as the disclaimer follows UCC rules
Suppose two parties to a contract that is under the UCC decide to make a significant change in the contract, obligating the seller to provide more goods. When the terms of the contract change, it requires
e. no consideration
Suppose a company in North Carolina contracts to buy toys from a company in China. The firms must use:
e. none of the other choices are required; they may pick any relevant law
If a North Carolina firm contracts to buy toys from China, and the contract does not specify which law applies, in case of dispute, which law will apply:
e. the CISG
Under the common law, there is a doctrine called the perfect tender rule. It means the seller's tender of delivery is required to conform in detail to the agreement between the parties. The UCC restates the perfect tender rule, holding that if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may:
e. the other specific choices together state the UCC's tender rule
Commercial sales contracts that use the CISG:
e. usually go to arbitration
Bill's Beer is brewed in Arkansas. The brewery was sold to another company which stopped payment on a contract with Yakima Hops (Bill's hops supplier). Hops had just shipped a large quantity of hops to Bill's. In response to the new owner's action, Hops may:
e. view the contract as breached, stop delivery of the goods if not yet received by the buyer, and sue for damages or elect to cancel the contract, resell the goods, or withhold or stop deliveries
