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54 Cards in this Set
- Front
- Back
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Implied Warranty of Merchantability - UCC section
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2-314
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Implied Warranty: Fitness for a Particular Purpose - UCC section
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2-315
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Disclaimers of Warranties - UCC Section
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2-316
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Perfect Tender Rule - UCC section
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2-601
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Seller's right to cure - UCC section
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2-508
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Revocation of acceptance - UCC section
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2-608
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When a seller can recover the price of the goods - UCC section
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2-709
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Right of Resale - UCC section
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2-706
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Alternative measure for goods - UCC section
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2-708
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Commercial Impracticability - UCC section
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2-615
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Casualty to Identified Goods - UC section
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2-613
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mutual mistake - R2d section
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153
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unilateral mistake - R2d section
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152
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When risk is allocated - R2d section
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154
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Impracticability - R2d section
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261
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PER Analytical Framework
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1) Do we have a written agreement with PE of a prior or contemporaneous agreement?
2) If yes, Is the agreement at least partially integrated? 3) If yes, Does the PE offered fall within any exceptions? 4) If no, Does the PE contradict the written agreement? 5) If no, Is the agreement fully or partially integrated? If yes, ADMISSIBLE (partially integrated) If no, EXCLUDED (full integration) |
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Full integration - defined
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the final and exclusive statement of the terms of the agreement
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Partial Integration - defined
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Provides the final statement of the terms of the agreement, but not hte complete and exclusive statement of ALL terms
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Integrated - defined
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a writing or writings constituting the final expression of one or more terms of an agreement
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CL PER for Full Integrations & R2d Section
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R2d 213 - the writing supersedes ALL prior versions of the contract. NO evidence other than the fully integrated writing itself is admissibleto prove the existence of any express term of the agreement.
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CL PER for Partial Integrations & R2d section
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R2d 213 - Evidence of additional terms is admissible, as long as they do not CONTRADICT the terms evidenced by the writing.
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Natural Omission Test
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If the profeerred terms would naturally be omitted from the agreement, then the agreeement is not partially integrated with respect to that term.
Naturally omitted --> must let in |
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Exceptions to PER
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1) Collateral agreements with separate consideration
2) Modifications 3) Evidence to show no agreement 4) Evidence to interpret terms 5) Conditional formation |
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UCC PER for Partial Integrations
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Evidence of additional terms is admissible, as long as they are CONSISTENT
UCC 2-202 |
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Certain Inclusion Test
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If the terms are such that they would CERTAINLY HAVE been included in the view of the court, the agreementis integrated with respect to that term.
If certainly included --> must exclude |
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Contextualist approach to interpretation
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Assumes that the purpose of interpretation is to figure out what the parties intended subjectively at the time of contract.
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Contextualist theory benefits
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Reduce the cost of contracting because hte course of performance evidence is already in there
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Contextualist theory drawbacks
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Administrative costs to the court (everybody will sue for a different meaning).
Greater probability of error (assuming that were a court has multiple meanings to choose from the probability of error increases) |
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Objectivist/Plain Meaning approach
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Begins by saying the term has a plain meaning. BUT if the term is AMBIGUOUS contextual evidence can be used to resolve the ambiguity.
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Objectivist theory benefits
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Minimizes error costs by lowering the probability of misnterpretation (assuming there are words that have a plain meaning)
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Right of resale requirements
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1) Must be in good faith
2) made in a commercially reasonable manner 3) Resale must refer to broken contract 4) must notify the buyer of sale |
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UCC Seller's Remedies
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1) withold delivery of goods
2) Stop delivery 3) Proceed under 2-704 for goods unidentified to the contract 4) Resell and recover damages (2-706) 5) Recover damages for non-acceptance (2-708) |
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When would a seller prefer 2-708 over 2-706?
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Where we have a market price LESS than the resale price.
MP < RP He can get the damages from the market price and then make the resale. |
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Consistency Requirement - 2 approaches
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Snyder - Reasonable Harmony
Hunt Foods - negation/lessening |
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condition - defined
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an event, not certain to occur, which must occur, before performance under a contract becomes due
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Two types of waiver
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Waiver by election
Waiver by estoppel |
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Burden of proof for conditions
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Condition precedent - party seeking to enforce promise
Condition subsequent - party seeking to discharge duty |
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NOM clauses in CL
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not enforced
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Promisor's risk rule
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Promisor usually has the comparitive advantage in reducing the risk that her performance will be more onerous or difficult than originally anticipated.
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Work before pay rule
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For contracts that cannot be performed simultaneously, the performance of the work is to precede payment (Stewart v. Newbury)
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Performance at one time default
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IF a party's whole performance can be given at one time, it is due at one time
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Simultaneous performance rule
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When is possible, there is an implied concurrent condition. The exchange is simultaneous and performance is due at the moment you pay him.
R2d 234 |
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Express warranty
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An affirmation of fact or promise made by the seller TO THE BUYER which relates to the goods and becomes part of the basis of the bargain.
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Need to show in express warranty
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That the buyer actually relied on the statement. Experienced buyers are less likely to rely.
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The car is great
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Not an affirmation of fact
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OF course it will. Yes.
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It is an affirmation that becomes a basis of the bargain
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Warranty of Merchantability
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A warranty that the goods shall be merchantable is implied if the seller is a MERCHANT with RESPECT TO GOODS OF THAT KIND.
ucc 2-314(1) |
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For a good to be merchantable, they must at least:
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Pass without objection in trade
fungible goods, are of fair average quality are fit for the ordinary purpose are adequately contained, labeled conform to the promise or affirmation of the label |
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implied warranty: fitness for a particular purpose
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Seller has knowledge or reason to know of the buyer's requirements AND seller has knowledge or reason to know of the buyer's reliance on the seller's skill or judgment.
NOTE: Buyer actually does have to rely. Excludes case where selelr has reason o know buyer is relying but in reality the buyer actually didnt rely. |
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Fact patterns for fitness for a particular purpose
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Idiosyncratic buyer
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Analytical framework for warranty
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1. existence of warranty -> express or implied
2. Show the warranty has been breached 3. Causation - breach proximate cause of the buyer's damages. |
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Substantial performance doctrine
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CL doctrine
One does not have a duty to pay until performance is substantially complete. |
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UCC perfect tender rule
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A buyer can reject if the gods or the tender of delivery fail in any respect to conform to the contract.
UCC 2-601 |
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Buyer's rights on improper delivery
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1) accept the whole
2) reject the whole 3) accempt any commericial unit or units and reject the rest |
