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43 Cards in this Set

  • Front
  • Back
UCC Articles
Article 2 - sale of goods

Article 2A - lease of goods; NY only
an equitable remedy that applies whenever K law yields an unfair result
open price terms
too indefinite under C/L

OK under article 2 for goods
only effective on receipt (no mailbox rule)
NY Options
if signed, written promise, no payment necessary
acceptance of unilateral K
only by *completing* performance; but can't revoke after performance has started
firm offer
under Article 2, a signed written promise to keep open by merchant to keep open;

3 month cap
Additional terms
C/L - mirror image rule -> rejection

Article 2- terms don't come in, unless (a) both are merchants; (b) not a material change; (c) no objection
death, after offer
terminates an offer; unless outstanding option
mailbox rule
acceptance is effective when mailed;

doesn't apply to an irrevocable offer ("we promise to hold open until Jan 9")
NY Consideration
none needed if the promise is in a signed;

thus, past consideration is good in signed writing b/c none is needed;

and you can modify w/o consideration in signed writing b/c none is needed
K Modifications
C/L: need consideration to modify

Art 2: no consideration necessary

NY: no consideration if signed writing
forgiving debt
part payment is consideration for promise to forgive *disputed* debt;

but if you agree you owe visa $2500, not disputed
debts barred by SoL
a written promise to pay is enforceable, even w/o consideration, and even past SoL
exculpatory clauses
can eliminate liability for negligence, but not gross negligence or intentional torts
measured at time of agreement; must shock the conscience of the court

limiting buyer's remedies for personal injury is prima facie unconscionable
service K's and SoF
within SoF if can't be performed w/in 1 year;

specific tasks can always can be (so not w/in SoF)

"employment for life" is not w/in SoF, but it is in NY
sale of goods & SoF
Under article 2, goods ≥ $500 are w/in SoF
guaranteeing the debt
is within the SoF, so you can't orally cosign
NY SoF additions
promise to pay discharged debt

assignment of insurance policy or promise to name beneficiary

K's to pay commission or finder's fee, except atty, auctioneer & real estate broker
equal dignities rule
NY: in an agent/principal relationship, dealing with land, agent must be authorized in writing or principal must ratify
K Modifications & SoF
if K as modified is in SoF, need a writing

K's the prohibit oral modification are not enforceable, except under Article 2
guaranteeing for self benefit
if guarantor's goal is to benefit himself, no need for a writing

NY: still need writing

e.g. painter buys paint on credit and homeowner orally cosigns
parol evidence rule
keeps out discussions *before* K is signed;

except: clerical errors; defense against formation of K (fraud); to explain a written K; to supplement a partially-integrated writing, unless merger clause
implied warranty of merchanbaility
seller must be a merchant who deals in goods of this kind;

warrants that goods are fit for their ordinary purpose
implied warranty for a particular purpose
buyer has special purpose; relying on seller to select suitable good; seller knows this;

but seller doesn't must be a merchant
warranties of quality in a lease
NY/Art 2A: warranty of merchantability if lessor is a merchant

finance lease from citibank doesn't count
"sale or return"
this is primarily for resale; standard rules of risk of loss apply
"sale on approval"
this is for buyer's own use;

the risk of loss is on seller until buyer accepts the goods
risk of loss, for leases
NY: 2A lessor bears the risk, except for finance leases
C/L Performance
no perfect tender rule, like Art 2

so substantial performance is good; only a material breach excuses the other party
accord & satisfaction
agreement to accept a stated performance in the future in satisfaction of an existing duty

if he paints the coop, then she will discharge the debt
frustration of purpose
if seller knew B's purpose; and later even thwarted B's purpose
specific performance
real property is always unique

art 2: SP only for unique goods

not for services, but you can get a negative injunction
right of reclamation
an unpaid seller has no right to reclaim goods unless buyer was insolvent when he received the goods and seller makes a demand w/in 10 days thereafter

unless B has sold the goods to 3rd P
Under Art 2, an entrusting owner has no rights against a BFP

so I take watch to Tiffany's for repair; they sell it to a BFP; so I sue Tiffany's for conversion
request assurances
Under Art 2, a party w/reasonable grounds for insecurity may request assurances in writing w/in 30 days; if S doesn't, B can treat it as a repudiation; but if B doesn't change his position, then S can retract the repudiation by tendering
delegation & liablity
the delegating party remains liable; the delegate is too, if he paid consideration
no consideration necessary

assignments are w/in SoF

must have language of present assignment "I assign" not "I promise to assign"
assignment prohibited
if assignment, assignee can still collect, but assignor has breached, so damages
"all assignments are void"
this invalidates assignment
gratuitous assignments, priority
the last in time wins b/c he revokes the earlier gift

NY: written assignment prevails - substitute for consideration
assignments for consideration, prioirty
first in time wins

second sues the assignor