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12 Cards in this Set
- Front
- Back
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Choice of Law
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UCC - goods
Common law - services |
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UCC §2-105
Goods |
The UCC will appy to the sale fo goods which are things moveable at the time of indentification to the K, other than monies for which the price is to be paid, security investments, or things in action. Goods also include timber, crops, and the unborn young of animals.
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UCC §2-107
Goods to be severed from realty |
K for minerals, oils, or gas, a structure or its materials to be removed from the realty is a K for the sale of goods if severed by the seller, except growing crops or timber attached to realty are goods if capable of severance without material harm to the land whether severed by the buyer or the seller.
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Predominant Factor test
Princess Cruises v G.E. |
If the predominant purpose of the K is procurement of goods with incidental services, the UCC applies. If the predominant purpose of the K is to obtain services and goods are incidental, the common law applies.
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UCC §2-104
Merchant |
one who deals in the goods involved in the transaction, who holds himself out as having skill, or knowledge in those goods, or employs such a person
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Contract
§1 |
A promise or set of promises for the performance of which the law recognizes a duty and the breach of which the law imposes remedies
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Contract Formation
§22 |
A K may be formed by conduct without identifiable mutual assent or formation.
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Contract Formation
UCC §2-204 |
A K may be formed by any manner sufficient to show agreement, including conduct by both parties, even though its moment of making is undetermined it will not fail for uncertainty if both parties intended to make a K and there is a reasonable basis for an appropriate remedy.
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Offer
§24 |
a manifestation of a willingness to enter into a bargain so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it. The offeror's intent is measured by an objective standard: that is intent is measured by what a reasonable person in the position of the offeree would believe.
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Offer
§33 |
An offer must contain sufficient detail and specificity to enable a court to later determine if the alleged K has been breeched and to provide a remedy. The more details contained, the more likely it would be considered an offer.
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UCC §2-208
Hierarchy of implied terms for GOODS only Terms of the offer |
1. express language of the K
2. course of performance - prior conduct of parties under disputed K 3. course of dealing - prior conduct of parties under earlier K's 4. usage of the trade - customary practices in the industry in that locale BUT customs existence must be proved AND the court interprets the written customs. |
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1. UCC 2-305
2. UCC 2-308 3. UCC 2-309 4. UCC 2-310 |
1. open price term - if K states no price, then reasonable price at delivery (market price)
2. place of delivery - if K states no place of delivery; pick up at seller's place of business, or if no place of business, at residence 3. time of delivery - if K states no time of delivery in a reasonable time. 4. time of payment - if K states no time for payment, payment on delivery. |
