Contracts

Front 1

UCC Articles

Back 1

Article 2 - sale of goods

Article 2A - lease of goods; NY only

Front 2

quasi-contract

Back 2

an equitable remedy that applies whenever K law yields an unfair result

Front 3

open price terms

Back 3

too indefinite under C/L

OK under article 2 for goods

Front 4

revocation

Back 4

only effective on receipt (no mailbox rule)

Front 5

NY Options

Back 5

if signed, written promise, no payment necessary

Front 6

acceptance of unilateral K

Back 6

only by *completing* performance; but can't revoke after performance has started

Front 7

firm offer

Back 7

under Article 2, a signed written promise to keep open by merchant to keep open;

3 month cap

Front 8

Additional terms

Back 8

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

Front 9

death, after offer

Back 9

terminates an offer; unless outstanding option

Front 10

mailbox rule

Back 10

acceptance is effective when mailed;

doesn't apply to an irrevocable offer ("we promise to hold open until Jan 9")

Front 11

NY Consideration

Back 11

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

Front 12

K Modifications

Back 12

C/L: need consideration to modify

Art 2: no consideration necessary

NY: no consideration if signed writing

Front 13

forgiving debt

Back 13

part payment is consideration for promise to forgive *disputed* debt;

but if you agree you owe visa $2500, not disputed

Front 14

debts barred by SoL

Back 14

a written promise to pay is enforceable, even w/o consideration, and even past SoL

Front 15

exculpatory clauses

Back 15

can eliminate liability for negligence, but not gross negligence or intentional torts

Front 16

unconsionability

Back 16

measured at time of agreement; must shock the conscience of the court

limiting buyer's remedies for personal injury is prima facie unconscionable

Front 17

service K's and SoF

Back 17

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

Front 18

sale of goods & SoF

Back 18

Under article 2, goods ≥ $500 are w/in SoF

Front 19

guaranteeing the debt

Back 19

is within the SoF, so you can't orally cosign

Front 20

NY SoF additions

Back 20

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

Front 21

equal dignities rule

Back 21

NY: in an agent/principal relationship, dealing with land, agent must be authorized in writing or principal must ratify

Front 22

K Modifications & SoF

Back 22

if K as modified is in SoF, need a writing

K's the prohibit oral modification are not enforceable, except under Article 2

Front 23

guaranteeing for self benefit

Back 23

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

Front 24

parol evidence rule

Back 24

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

Front 25

implied warranty of merchanbaility

Back 25

seller must be a merchant who deals in goods of this kind;

warrants that goods are fit for their ordinary purpose

Front 26

implied warranty for a particular purpose

Back 26

buyer has special purpose; relying on seller to select suitable good; seller knows this;

but seller doesn't must be a merchant

Front 27

warranties of quality in a lease

Back 27

NY/Art 2A: warranty of merchantability if lessor is a merchant

finance lease from citibank doesn't count

Front 28

"sale or return"

Back 28

this is primarily for resale; standard rules of risk of loss apply

Front 29

"sale on approval"

Back 29

this is for buyer's own use;

the risk of loss is on seller until buyer accepts the goods

Front 30

risk of loss, for leases

Back 30

NY: 2A lessor bears the risk, except for finance leases

Front 31

C/L Performance

Back 31

no perfect tender rule, like Art 2

so substantial performance is good; only a material breach excuses the other party

Front 32

accord & satisfaction

Back 32

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

Front 33

frustration of purpose

Back 33

if seller knew B's purpose; and later even thwarted B's purpose

Front 34

specific performance

Back 34

real property is always unique

art 2: SP only for unique goods

not for services, but you can get a negative injunction

Front 35

right of reclamation

Back 35

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

Front 36

entrustment

Back 36

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

Front 37

request assurances

Back 37

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

Front 38

delegation & liablity

Back 38

the delegating party remains liable; the delegate is too, if he paid consideration

Front 39

assignments

Back 39

no consideration necessary

assignments are w/in SoF

must have language of present assignment "I assign" not "I promise to assign"

Front 40

assignment prohibited

Back 40

if assignment, assignee can still collect, but assignor has breached, so damages

Front 41

"all assignments are void"

Back 41

this invalidates assignment

Front 42

gratuitous assignments, priority

Back 42

the last in time wins b/c he revokes the earlier gift

NY: written assignment prevails - substitute for consideration

Front 43

assignments for consideration, prioirty

Back 43

first in time wins

second sues the assignor