Contracts/ucc

Front 1

UCC 1-103

Back 1

Purpose of the UCC
-to simplify, clarify, modernize.
-to allow Ks for sale of goods to be made easy
along with their damages.

-to permit custom of the trade and permit of the parties to be enforced

Front 2

UCC 2-103(1)(b)

Back 2

Good Faith Defined; also Good Faith Seller

-Good faith means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade.

Front 3

UCC 1-304

Back 3

Good Faith Implied in Every K

-Every K imposes an obligation of good faith in its performance and enforcement.

Front 4

UCC 2-201

Back 4

Statute of Frauds
-Sale of goods of $500+ or 1 year + is not enforceable, by action or defense, unless there is a piece of writing on which the agreement was made (cannot be oral)

-Note: Courts are becoming more hostile to SoF.

Front 5

UCC 2-306

Back 5

Output, Requirements, and Exclusive Dealings
-Measures the quantity by the output of the seller or the requirements of the buyer.

-no future request can be "unreasonably disproportionate"

Front 6

UCC 2-607(3)

Back 6

Where tender/payment has been accepted:

-Buyer must notify the seller of breach within reasonable time or be barred from remedy

Front 7

UCC 2-706

Back 7

Seller: Resell and Recover Damages

-If in GF where the S sells to recover damages, S may recover:
(K -- Resell Price) + Incidentals -- Expenses Saved

Front 8

UCC 2-703 (Not mentioned by Tutor)

Back 8

Seller's Remedies in General
-Withold
-Stop Delivery
-Resell and Recover (2-706)
-Recover Damages (2-708)
-Cancel

Front 9

UCC 2-708

Back 9

Seller's Basic Expectancy

-In the event of non-acceptance by buyer:
(K -- MP @ tender) + ID

Front 10

UCC 2-709 (Tutor did not mention)

Back 10

Action for the K Price
-In unusual circumstances the seller would be able to sue the buyer for the full K price

-Only if: the goods were specially manufactured and could not be resold after a reasonable effort.

-Seller must take reasonable steps to resell the goods and then go after buyer for lost profit and ID.

Front 11

UCC 2-710

Back 11

Seller's Incidental Damages

-Any commercially reasonable charges.

-Expenses or commissions incurred in stopping delivery.

-Transportation, care, and custody of goods after B's breach in connection with return or resale of the goods resulting from the breach

Front 12

UCC 2-711

Back 12

Buyer's Remedies in General
-Cover or Recover damages for non-delivery (2-713); or specific performance (2-716)

Front 13

UCC 2-712

Back 13

Cover-- Buyer's Procurement of Substitute Goods

-In good faith substitute goods without unreasonable delay:

(Cover -- K) + (ID+CD) - Expenses Saved

Front 14

UCC 2-713

Back 14

Buyer's Basic Expectancy

-In the event of non-delivery by the seller:

(MP @ breach -- K) + (ID + CD) -- ES

Front 15

UCC 2-714

Back 15

Buyer's Damages for Breach in Regard to Accepted Goods

-Where buyer accepted goods and notified Seller of breach, he may recover damages for non-conformity of tender.
^ Connects w/ UCC 2-607(3)

-Breach of Warranty: (Value of expected goods @ tender -- Value of goods accepted) {unless proximate damages show a different amount}
-ID and CD are recoverable in a proper case under 2-715

Front 16

UCC 2-715

Back 16

Buyer's ID and CD Resulting from the Seller's Breach
(1) ID= expenses reasonably incurred in:

-Inspection, receipt, transportation and care and custody of goods rightfully rejected.
-Commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.

(2) CD =

-Any loss resulting from the inability to cover that was reasonably foreseeable to the seller, at the time of K'ing.

-Injury to person or property proximately resulting from breach.

Front 17

UCC 2-716

Back 17

Buyer's Right to Specific Performance

-When goods are unique or other proper circumstances.

-May include: payment of price, damages, or other damages the court deems just

-Buyer may have right of replevin for goods if unable to cover or other reasonable circumstances.

Front 18

UCC 1-201(20)

Back 18

Definition of Good Faith.

Means honesty in fact and reasonable commercial standards of fair dealing (in the trade).