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25 Cards in this Set

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Does Article 2 apply?
Article 2 governs sales of goods, things that are moveable at the time of sale.
Does Article 2 apply?
Article 2 governs sales of goods, things that are moveable at the time of sale.
Which parties are merchants or merchant-dealers?
Any person in a business or profession is a merchant. In addition, a seller is a merchant who deals in goods of a particular kind if she regularly sells them.
How was a sales contract formed?
A sales contract is made in any manner that shows agreement, including conduct.
Under Article 2, What is a Valid offer
An offer is the manifested willingness to enter a contract inviting acceptance.
Under article 2, what is valid Acceptance.
a. An offer can be accepted in any reasonable manner.b. A buyer's offer to buy seeking prompt shipment can be accepted either by seller's promise to ship or by shipment of conforming or non-conforming goods
What is the Battle of the forms
a. Sending a definite, timely expression of acceptance creates a contract even if the acceptance contains terms that differ from the offer. b. Between merchants, the new terms become part of the contract unless either the offeror objects within a reasonable time, or the new terms are material (causing hardship or surprise).
What are the essential terms for a contract under Article 2?
Parties need agree only on the identity of the goods and quantity.
Statute of Frauds: Was the signed writing requirement satisfied?
Basic rule: A contract for the price of $500 or more is not enforceable unless the defendant has signed a writing indicating a contract between the parties and stating the quantity.
What are the Four Exceptions to the Statute of Frauds?
(CAPS)Merchant's Confirmation: If a merchant gives a sufficient signed writing to another merchant, who does not object in writing within 10 says, the statute is satisfied as to both parties.Admission: in a judicial proceeding.Performance: by payment or acceptance of delivered goods.Specially: manufactured goods as to which seller has made a substantial beginning of manufacture or procurement.
What terms define the performance obligations?
1. Supplement express terms with trade usage, course of dealing, and course of performance. 2. Code gap-fillers, including price, supply missing terms. 3. Quantity can be defined by seller's output or buyer's requirements. 4. Single delivery or installment contract?5. Warranty. 6. Modification (no consideration needed). 7. Risk of Loss.
Describe the 3 types of warranties and how to disclaim
Warranty. a. Express (any description that is basis of the bargain + sample or model)b. Implied warranty of merchantability (dealer-merchant seller; fit for ordinary use).c. Implied warranty of fitness for particular purpose (any seller; buyer expressly relies on seller to select suitable goods).d. Disclaimers of implied warranties permitted (conspicuous)
Describe Risk of Loss
Risk of Loss.a. No agreement. Non-carrier. (upon delivery from a merchant seller).b. No agreement. Carrier (RoL shifts at loading).c. Agreement (FOB names point RoL shifts).d. No shift if goods are non-conforming, unless they are accepted.
Identify the Breach[es], the Reaction to Breach, and Possible Defenses.
1. Tender of delivery and acceptance.2. Buyer's right to reject non-conforming tender3. Buyer's right to revoke acceptance.4. Buyer's duty re rejected/revoked goods.5. Seller's defenses.
Describe tender of delivery and acceptance.
a. Buyer's right to inspect.b. Acceptance occurs if buyer does not reject in time.
Describe Buyer's right to reject non-conforming tender
a. In single delivery cases (perfect tender rule)b. In installment cases (substantial non-conformity)c. Timely notice of rejection required.d. Seller's right to cure.
Decribe Buyer's right to revoke acceptance.
Latent defect, substantially affect the use of the goods, timely notice, return of goods unchanged.
What are the Buyer's duty re rejected/revoked goods.
1. Goods belong to the seller2. Merchant buyer must take resonable care and obey reasonable requests from the seller3. Merchant buyers have a duty to reasonably resell rejected goods that are perishable or that may decline in value rapidly4. Buyers wrongful use of rejected goods may be conversion or acceptance. 5. the buyer who has paid all or part of the purchase price of the rejected goods has a security interes in the goods to secure repayment.
What are the Seller's defenses for breach?
a. Destruction of goods identified to contract (impossibility)b. Failure of basic assumption (impracticability). 
Remedies: What remedies for breach does Article 2 provide?
Basic rule: Award non-breacher damages equivalent of full performance.
Seller's breach/Buyer's damages for non-accepted goods.
a. Cover (price difference plus consequential and incidental.)b. Market formula (price difference plus C & I).c. Consequential damages (foreseeable, unavoidable).d. Incidental damages.
Seller's breach/Buyer's damages for accepted goods.
Value difference at delivery plus C&I.
Seller's breach/Buyer obtains specific performance
goods unique or buyer cannot cover
Buyer's breach/Seller's action for contract price.
Accepted goods, goods lost while Buyer has RoL, un-re-sellable goods.
Buyer's breach/Seller's action for damages
a. Resale.b. Market formula.c. Incidental damages.