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54 Cards in this Set

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Implied Warranty of Merchantability - UCC section
2-314
Implied Warranty: Fitness for a Particular Purpose - UCC section
2-315
Disclaimers of Warranties - UCC Section
2-316
Perfect Tender Rule - UCC section
2-601
Seller's right to cure - UCC section
2-508
Revocation of acceptance - UCC section
2-608
When a seller can recover the price of the goods - UCC section
2-709
Right of Resale - UCC section
2-706
Alternative measure for goods - UCC section
2-708
Commercial Impracticability - UCC section
2-615
Casualty to Identified Goods - UC section
2-613
mutual mistake - R2d section
153
unilateral mistake - R2d section
152
When risk is allocated - R2d section
154
Impracticability - R2d section
261
PER Analytical Framework
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)
Full integration - defined
the final and exclusive statement of the terms of the agreement
Partial Integration - defined
Provides the final statement of the terms of the agreement, but not hte complete and exclusive statement of ALL terms
Integrated - defined
a writing or writings constituting the final expression of one or more terms of an agreement
CL PER for Full Integrations & R2d Section
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.
CL PER for Partial Integrations & R2d section
R2d 213 - Evidence of additional terms is admissible, as long as they do not CONTRADICT the terms evidenced by the writing.
Natural Omission Test
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
Exceptions to PER
1) Collateral agreements with separate consideration
2) Modifications
3) Evidence to show no agreement
4) Evidence to interpret terms
5) Conditional formation
UCC PER for Partial Integrations
Evidence of additional terms is admissible, as long as they are CONSISTENT
UCC 2-202
Certain Inclusion Test
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
Contextualist approach to interpretation
Assumes that the purpose of interpretation is to figure out what the parties intended subjectively at the time of contract.
Contextualist theory benefits
Reduce the cost of contracting because hte course of performance evidence is already in there
Contextualist theory drawbacks
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)
Objectivist/Plain Meaning approach
Begins by saying the term has a plain meaning. BUT if the term is AMBIGUOUS contextual evidence can be used to resolve the ambiguity.
Objectivist theory benefits
Minimizes error costs by lowering the probability of misnterpretation (assuming there are words that have a plain meaning)
Right of resale requirements
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
UCC Seller's Remedies
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)
When would a seller prefer 2-708 over 2-706?
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.
Consistency Requirement - 2 approaches
Snyder - Reasonable Harmony
Hunt Foods - negation/lessening
condition - defined
an event, not certain to occur, which must occur, before performance under a contract becomes due
Two types of waiver
Waiver by election
Waiver by estoppel
Burden of proof for conditions
Condition precedent - party seeking to enforce promise
Condition subsequent - party seeking to discharge duty
NOM clauses in CL
not enforced
Promisor's risk rule
Promisor usually has the comparitive advantage in reducing the risk that her performance will be more onerous or difficult than originally anticipated.
Work before pay rule
For contracts that cannot be performed simultaneously, the performance of the work is to precede payment (Stewart v. Newbury)
Performance at one time default
IF a party's whole performance can be given at one time, it is due at one time
Simultaneous performance rule
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
Express warranty
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.
Need to show in express warranty
That the buyer actually relied on the statement. Experienced buyers are less likely to rely.
The car is great
Not an affirmation of fact
OF course it will. Yes.
It is an affirmation that becomes a basis of the bargain
Warranty of Merchantability
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)
For a good to be merchantable, they must at least:
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
implied warranty: fitness for a particular purpose
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.
Fact patterns for fitness for a particular purpose
Idiosyncratic buyer
Analytical framework for warranty
1. existence of warranty -> express or implied
2. Show the warranty has been breached
3. Causation - breach proximate cause of the buyer's damages.
Substantial performance doctrine
CL doctrine

One does not have a duty to pay until performance is substantially complete.
UCC perfect tender rule
A buyer can reject if the gods or the tender of delivery fail in any respect to conform to the contract.

UCC 2-601
Buyer's rights on improper delivery
1) accept the whole
2) reject the whole
3) accempt any commericial unit or units and reject the rest