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75 Cards in this Set

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DEFINITIONS (GOODS):

Define goods/chattel.
DEFINITIONS (GOODS):

THINGS that are MOVEABLE at the TIME they are IDENTIFIED under the CONTRACT.
KEY WORDS:
(1) Things
(2) Moveable
(3) Time
(4) Identified
(5) Contract
DEFINITIONS (GOODS):

What is covered by Article II?
DEFINITIONS (GOODS):

GOODS
[1 category of things]
DEFINITIONS (GOODS):

What is the distinguishing standard for whether a transaction is for a "good" or a "service"?
DEFINITIONS (GOODS):

The "PRIMARY NATURE" of the transaction.
KEY WORDS:
(1) Primary
(2) Nature
DEFINITIONS (GOODS):

What is the distinguishing standard for whether an item is a "good" or a "profit a prendre"
DEFINITIONS (GOODS):

WHO SEVERS the item from the LAND. If I sever & SELL the item, then it is a good because I severed the item. If I give another the RIGHT to sever the item, then it is a profit a prendre because they severed.
KEY WORDS:
(1) Who
(2) Severs
(3) Land
(4) Sell
(5) Right
WARRANTIES:

Do profits have warranties under the UCC, like goods?
WARRANTIES:

NO.
KEY WORDS:
[Y or N]
DEFINITIONS (GOODS):

Define a "profit a prendre" and give an example.
DEFINITIONS (GOODS):

An INTEREST in REAL ESTATE. If A charges B money to pick BERRIES on A's land, then A makes a financial "profit" but B has an interest in the property called a "profit a prende." Even if A does not charge money, B still has a "profit a prendre."
KEY WORDS:
(1) Interest
(2) Real Estate
(3) Berries
DEFINITIONS (GOODS):

Define merchant.
DEFINITIONS (GOODS):

Someone who REGULARLY DEALS in GOODS of the KIND.
KEY WORDS:
(1) Regularly
(2) Deals
(3) Goods
(4) Kind
DEFINITIONS (GOODS):

(1) Define installment contract.

(2) State the effect of the phrase "each delivery is a separate contract."
DEFINITIONS (GOODS):

(1)A SINGLE contract which REQUIRES OR AUTHORIZES the SELLER to DELIVER GOODS in SEPARATE LOTS.

(2) There is an installment contract even if the contract states that "each delivery is a separate contract," or words to that effect.
KEY WORDS:
(1) Requires /authorizes
(2) Seller
(3) Deliver
(4) Goods
(5) Separate
(6) Lots
(7) "One contract"
MERCHANTS:

Define "merchant's firm offer rule."
MERCHANTS:

An OFFER made by a MERCHANT will be HELD OPEN for the TIME promised by the merchant or a REASONABLE TIME (up to 3 months) if it is: (1) put in writing and (2) signed by the merchant, even though the offeree gives NO CONSIDERATION.
KEY WORDS:
(1) Offer
(2) Merchant
(3) Held
(4) Open
(5) Time / Reasonable Time/ 3 month
(6) Promised
(7) Writing
(8) Signed
(9) No
(10) Consideration
MERCHANTS:

Under the merchant's firm offer rule (MFOR), what happens if the merchant promises to hold the offer open for 5 months?
MERCHANTS:

It will only be held open for a MaXIMUM of THREE MONTHS.
KEY WORDS:
(1) Maximum
(3) Three
(4) Months
MERCHANTS:

Under MFOR, if the merchant makes an offer w/o a time limit, when may the merchant unilaterally withdraw?
MERCHANTS:

ONLY after a REASONABLE TIME, NOT to exceed THREE MONTHS, has passed.
KEY WORDS:
(1) Only
(2) Reasonable
(3) Time
(4) Not
(5) Three
(6) Months
MERCHANTS:

Define the merchant's confirmining memo rule (MCMR)?
MERCHANTS:

A MERCHANT can BIND another MERCHANT to a CONTRACT if she sends a MEMO - outlining the contract's term & signed by the sender - to the other MERCHANT, who has REASON to KNOW of the MEMO'S contents, and the recipient merchant does not OBJECT within TEN days of receiving the MEMO.
KEY WORDS:
(1) Merchant
(2) Bind
(3) Contract
(4) Memo
(5) Reason/Know
(6) Object
(7) Ten
MERCHANTS:

For which merchant rule do both parties need to be merchants?
MERCHANTS:

Confirming Memo Rule.
[Confirming Memo Rule or Firm Offer?]
MERCHANTS:

What may parties refer to clarify the meaning of the terms?
MERCHANTS:

(1) PRIOR COURSE of DEALING.
(2)INDUSTRY CUSTOM.
KEY WORDS:
(1) Prior
(2) Course
(3) Dealing
(4) Industry
(5) Custom
MERCHANTS:

Why WOULD prior course of dealing & industry custom generally be barred by the parol evidence rule? Why are they not?
MERCHANTS:

Because they are EXTRINSIC EVIDENCE, but they are admissible because they are admitted to CLARIFY - not contradict - the TERMS of the BARGAIN.
KEY WORDS:
(1) Extrinsic
(2) Evidence
(3) Clarify
(4) Terms
(5) Bargain
WARRANTIES (EXPRESS):

Define express warranty.
WARRANTIES (EXPRESS):

Warranty EXPRESSLY given by the SELLER to the BUYER at the TIME the SALE is CONSUMMATED.
KEY WORDS:
(1) Expressly
(2) Seller
(3) Buyer
(4) Time
(5) Sale
(6) Consummated
WARRANTIES (EXPRESS):

What must buyer prove re an express warranty?
WARRANTIES (EXPRESS):

That the warranty was the "BASIS of the BARGAIN."
KEY WORDS:
(1) Basis
(2) Bargain
WARRANTIES (EXPRESS):

What happens it the chattel does not perform as promised by the buyer?
WARRANTIES (EXPRESS):

BUYER has cause of ACTION for BREACH of EXPRESS WARRANTY .
KEY WORDS:
(1) Buyer
(2) Action
(3) Breach
(4) Express
(5) Warranty
WARRANTIES (EXPRESS):

May an express warranty be disclaimed? Explain.
WARRANTIES (EXPRESS):

No. If the seller gives an exress WARRANTY to the buyer, the seller may not LEGALLY include LANGUAGE in the CONTRACT that DISCLAIMS or COUNTERACTS the WARRANTY.
[Y or N]
KEY WORDS:
(1) Legally
(2) Language
(3) Contract
(4) Disclaims
(5) Counteracts
(6) Warranty
WARRANTIES (EXPRESS):

Provide the ways an express warranty may arise.
WARRANTIES (EXPRESS):

ORAL OR WRITTEN REPS about what the CHATTEL:
(1) will do
(2) is made of
A SAMPLE OR MODEL will create an express warranty that all goods will conform to the SAMPLE OR MODEL.
[ 3 ways] KEY WORDS:
(1) Oral
(2) Written
(3) Reps
(4) Chattel
(5) Sample/model
WARRANTIES (DEFENSE):

What is the best defense to enforcement of an express warranty?
WARRANTIES (DEFENSE):

Argue that it was mere PUFFING.
KEY WORDS:
(1) Puffing
WARRANTIES (EXPRESS):

Define puffing.
WARRANTIES (EXPRESS):

LANGUAGE used by SELLER to put CHATTEL in most FAVORABLE LIGHT, but which is not SPECIFIC enough to give rise to a WARRANTY.
KEY WORDS:
(1)Language
(2)Seller
(3)Chattel
(4)Favorable
(5) Specific
(5) Warranty
WARRANTIES (EXPRESS):

What is a key indicia of puffing?
WARRANTIES (EXPRESS):

The key is the seller's OPINION or RECOMMENDATION about a PRODUCT.
KEY WORDS:
(1) Opinion
(2) Recommendation
(3) Product
WARRANTIES (IMPLIED):

Define the implied warranty of title, its application, the method of breach; and whether it can be waived.
WARRANTIES (IMPLIED):

(1) Seller warrants:
(i) GOOD TITLE to the good she is selling and
(ii) GOOD is not ENCUMBERED by a SECURITY INTEREST.

(2) Applies to ALL sellers.

(3) Breached when the seller


(i)does not have good title or

(ii) if the title is subject to a security interest.

(4) it can be waived if WAIVER is in WRITING.
KEY WORDS:
(1)Good title
(2) Encumbered
(3) security
(4) Interest
(5) All
(6) Waiver
(6) Writing
WARRANTIES (IMPLIED):

(i) Define implied warranty of merchantability, (ii) application; and (iii) whether the seller if liable if unaware of the defect.
WARRANTIES (IMPLIED):

(1) The goods are FIT for the ORDINARY PURPOSES for which goods are used.


(2) MERCHANT sales.

(3) Seller is liable, even if UNAWARE of defect.
KEY WORDS:
(1) Fit
(2) Ordinary
(3) Purposes
(4) Merchant
(5) Unaware
WARRANTIES (IMPLIED):

(1) Define implied warranty of fitness for a particular purpose.

(2) when it arises
WARRANTIES(IMPLIED):

(1) The goods are FIT for the PARTICULAR purpose.

(2) ANY SALE where seller has "REASON TO KNOW" of the particular purpose for which the buyer will use the goods AND the buyer is RELYING on the seller's JUGMENT for the SELECTION of appropriate GOODS.
KEY WORDS:
(1) Fit
(2) Particular
(3) Purpose
(4) Any
(5) Sale
(6) "Reason to know"
(7) Relying
(8) Jugment
(9) Selection
(10) Goods
WARRANTIES (DISCLAIMER):

(1) Describe how to disclaim the implied warranty of merchantability if sale is not in writing.

(2) Describe same if sale is in writing.
WARRANTIES (DISCLAIMER):

(1) Specifically MENTION "merchantability" and DISCLAIM it.

(2) If the SALE is in WRITING, the disclaimer should be CONSPICUOUS writing disclaiming the warranty.
KEY WORDS:
(1)Mention
(2) Disclaim
(3) Sale
(4) Writing
(5) Conspicuous
WARRANTIES (DISCLAIMER):

Describe how to disclaim the implied warranty of fitness for a particular purpose.
WARRANTIES (DISCLAIMER):

The SELLER must GIVE the buyer a CONSPICUOUS WRITING DISCLAIMING the warranty.
KEY WORDS:
(1) Seller
(2) Give
(3) Conspicuous
(4) Writing
(5) Disclaiming
WARRANTIES (DISCLAIMER):

What does it mean if a contract says a buyer is taking chattel "as is" or "with all faults"?
WARRANTIES (DISCLAIMER):

The SELLER is DISCLAIMING the IMPLIED warranties of MERCHANTABILITY and FITNESS for a particular purpose.
KEY WORDS:
(1) Seller
(2) Disclaiming
(3) Implied
(4) Warranties
(5) Merchantability
(6) Fitness
WARRANTIES:

Which warranties apply to all sellers?
WARRANTIES:

Implied warranty of title.
Implied warranty of fitness for a particular purpose.
Express warranty.
[ 3 warranties: 2 implied, 1 express]
RISK OF LOSS (CARRIER):

Who bears risk of loss, when goods are destroyed before the risk passes to the buyer?
RISK OF LOSS:

The party in POSESSION: the seller.
KEY WORD:
(1) Possession.
RISK OF LOSS (CARRIER):

State signifigance of "FOB (shipping point)."
RISK OF LOSS (CARRIER):

Freight on board. The title & risk of loss of the goods passes to the buyer at the shipping point (e.g. when seller places item in the hands of the carrier).
KEY WORDS:
(1) Placed
(2) Hands
RISK OF LOSS:

State signifigance of "FOB(destination)."
RISK OF LOSS:

Freight on board. Title & risk of loss of the goods passes to the buyer when the goods arrive at their destination.
KEY WORDS:
(1) Arrive
(2) Destination
NONCONFORMING GOODS:

Explain buyers right of inspection.
NONCONFORMING GOODS:

(i) The buyer has the RIGHT to INSPECT goods, for a REASONABLE amount of TIME and at her own EXPENSE, PRIOR to accepting the goods.


(ii) IF the goods do NOT CONFORM to the contract, then the buyer may return them to the seller at the SELLER'S EXPENSE.

(iii) If the seller cannot provide CONFORMING GOODS within the TIME allowed by the contract, then she will be in BREACH.
KEY WORDS:
(1) Right
(2) Inspect
(3) Reasonable
(4) Time
(5) Expense
(6) Not
(7) Conform
(8) Seller
(9) Expense
(10) Time
(11) Breach
RISK OF LOSS (NO CARRIER):

If there is no carrier + the seller is NOT a merchant, when does the risk of loss transfer to the buyer?
RISK OF LOSS (NO CARRIER):

When the seller makes the goods AVAILABLE(aka "TENDERS delivery").
KEY WORDS:
(1) AVAILABLE
(2) TENDERS
RISK OF LOSS (NO CARRIER):

If there is no carrier + the seller IS a merchant, when does the risk of loss transfer to the buyer?
RISK OF LOSS (NO CARRIER):

When the buyer takes PHYSICAL POSESSION of the goods.
KEY WORDS:
(1) Physical
(2) Posession
NONCONFORMING GOODS:

Irrespective of the type of carrier (shipment/destination), who bears the risk of loss when the seller ships non-conforming goods to the buyer? Upon their return to the seller?
NONCONFORMING GOODS:

The risk of loss remains on the seller during their during their shipment AND return to the seller after rejection by the buyer.
Disusss during sending and returning.
MISCELLANEOUS (AUCTION SALE):

When is an auction sale complete?
"Upon the FALL of the Auctioneeer's GAVEL."
KEY WORDS:
(1) FALL
(2) GAVEL
MISCELLANEOUS (AUCTION SALE):

Must the bid be accepted if submitted as the auctioneer's hammer is falling?
MISCELLANEOUS (AUCTION SALE):

The auctioneer may REOPEN bidding on the chattel or REFUSE to accept any further bids.
KEY WORDS:
(1)Reopen
(2)Refuse
MISCELLANEOUS (AUCTION SALE):

What does it mean for goods to be auctioned "without reserve."
MISCELLARNEOUS (AUCTION SALE):

The auctioneer cannot WITHDRAW the CHATTEL from the auction, no matter how LITTLE is offered for the chattel? The seller must SPECIFY that this manner of sale is ACCEPTABLE.
KEY WORDS:
(1)Withdraw
(2) Chattel
(3) Little
(3) Specify
(4) Acceptable
NONCONFORMING GOODS:

When a buyer ORDERS goods, what is the legal effect of a merchant shipping non-conforming goods re seller and buyer?
NONCONFORMING GOODS:

The shipment is an ACCEPTANCE and a BREACH. The SHIPMENT forms a contract and the NON-CONFORMING goods creates a breach.
KEY WORDS:
(1) Acceptance
(2) Breach
(3) Shipment
(4) Non-conforming
NONCONFORMING GOODS (ACCOMODATION):

What is the legal effect if the seller notifies the buyer in advance that the shipped goods are an accomodation?
NONCONFORMING GOODS (ACCOMODATION):

Then the goods are a COUNTER-OFFER. The buyer can either accept this counter or reject the goods. The buyer is still entitled to PERFORMANCE under the ORIGINAL contract if she rejects the counter-offer.
KEY WORDS:
(1) Counter-offer
(2) Accept
(3) Reject
(4)Performance
(5) Original
NONCONFORMING GOODS (PERFECT TENDER)

(1) What is the perfect tender rule.

(2) State the exception.
NONCONFORMNG GOODS (PERFECT TENDER):

A rule that states, the buyer can REJECT GOODS for ANY reason (including non-material) no matter how SLIGHT.

(2) Installment contracts.
KEY WORDS:
(1) Reject
(2) Goods
(3) Any
(4) Slight
(5) Single-delivery
NONCONFORMING GOODS (RIGHTS):

(1) What are the seller's rights under the perfect tender re relating to cure?

(2)What are the competiting considerations?
NONCONFORMING GOODS (RIGHTS):

(1) If a seller PERFORMS EARLY, she may CURE up until the time that performance is ORIGINALLY DUE. If the time for performance has PASSED, the seller is ENTTITLED to a "FURTHER REASONABLE TIME" to CURE the defect.

(2)The COMPETITING CONSIDERATIONS are the buyer's need for the goods and the length of time that the seller will need to cure.
KEY WORDS:
(1) Early
(2) Cure
(3) Originally Due
(4) Passed
(5) Entitled
(6) Further Reasonable Time
(7) Competing Considerations
NONCONFORMING GOODS (REMEDIES):

(1) What are the buyer's remedies under the perfect tender rule?

(2) When do seller's rights come into play?
NONCONFORMING GOODS (REMEDIES):

(1)
(i) ACCEPT ALL of the goods and waive the defect.
(ii) REJECT ALL of the goods
(iii) ACCEPT ANY COMMERCIAL UNIT and reject the rest.

(2) (ii) and (iii) only.
[3 remedies] KEY WORDS:
(1) Accept
(2) Reject
(3) Commercial Units
NONCONFORMING GOODS (REMEDIES):

(1) May a buyer cancel executory portions of an installment contract where one or more deliveries is non-conforming?

(2)State the exception.
NONCONFORMING GOODS (REMEDIES):

(1) Generally, no.

(2) Howver, if the NON-CONFORMING deliveries SUBSTANTIALLY IMPAIR (fact-based inquiry) the contract, the buyer may cancel the EXECUTORY portions.
KEY WORDS:
(1) Non-conforming
(2) Substantially
(3) Impair
(4)Executory (remaining to be performed).
NONCONFORMING GOODS (REMEDIES):

When can a buyer rightfully revoke acceptance of goods?
NONCONFORMING GOODS (REMEDIES):

(1) Buyer REASONABLY BELEIVED that the SELLER would CURE the defect and the seller has not in fact cured it.

(2)Where the DISCOVERY of the defect was DIFFICULT.

(3)Where SELLER gave ASSURANCES that the goods CONFORMED to the contract, when in fact, they did not.
KEY WORDS:
(1)Reasonably believed
(2) Seller
(3) Cure
(4) Discovery
(5) Difficult
(6) Seller
(7) Assurances
(8) Conformed
WRONGFUL REJECT(SELLER'S RIGHTS + DUTIES):

What is the seller's recourse & duties (to the buyer) if a buyer wrongfully rejects shipment of goods?
WRONGFUL REJECT(SELLER'S RIGHTS + DUTIES):


Rights:

(1) SUE for breach
(2) RECOVER for STORAGE.
(3)Recieve DAMAGES (DEFICIENCY btwn. what seller would have received and what was received on resale).


Duty
(1)MITIGATE the breach by making a GOOD FAITH effort to RESELL the goods in a COMMERCIALLY REASONABLE manner (way that brings about a fair price).

(2) NOTIFY buyer of the sale.
KEY WORDS:
(1)Sue
(2)Recover
(3)Storage
(4) Damages
(5) Deficiency
(6) Mitigate
(7) Good faith
(8) Resell
(9) Commercially-reasonabe manner.
(10) Notify
BANKRUPTCY (BUYER'S REPLEVY):

When can the buyer replevy goods from the seller?
BANKRUPTCY (BUYER'S REPLEVY):


(1) Goods are IDENTIFIED(specially made or fungible, which have been set aside for the buyer) and:

(2)Buyer has PARITALLY PAID + seller is INSOLVEMENT w/i TEN days of the buyer's FIRST payment;

OR

(3) buyer cannot secure "COVER GOODS," despite a REASONABLE EFFORT.
KEY WORDS:
(1) Identified
(2) PArtially paid
(3) Insolvement
(4) Ten
(5) First
(6) Cover Goods (reasonable substitute for goods seller did not deliver)
(7) Reasonable effort
BANKRUPTCY (SELLER'S REPLEVY):


When can the seller replevy goods from the buyer? When does this date start?
BANKRUPTCY (SELLER'S REPLEVY):

Within TEN days of DELIVERY to an INSOLVEMENT buyer.
KEY WORDS:
(1) Ten
(2) Delivery
(3) Insolvement
(4) Receives
DAMAGES (LOST PROFITS):

When can a seller get damages based on lost profits?
DAMAGES (LOST PROFITS):

If seller had a SUFFICIENT QUANTITY of goods to satisfy both the ORIGINAL SALE to the buyer and the SUBSEQUENT PURCHASE of the SAME GOODS to another buyer.
KEY WORDS:
(1)Sufficient
(2) Quantity
(3) Original
(4) Sale
(5) Subsequent
(6) Purchase
(7) Same
(8) Goods
BANKRUPTCY (BUYER'S REPLEVY):

What must a buyer do when he replevys?
BANKRUPTCY (BUYER'S REPLEVY):

Pay the BALANCE of what he OWES the seller.
KEY WORDS:
(1) Balance
(2) Owes.
BANKRUPTCY (SELLER'S REPLEVY):

When will the ten-day limit NOT act as a bar on the seller's attempt to replevy goods from the buyer?
BANKRUPTCY (SELLER'S REPLEVY):

If Buyer has MISREPRESENTED her SOLVENCY and misrepresentation was IN WRITING and made WITHIN THREE months PRIOR to delivery.
KEY WORDS:
(1)Misrepresented
(2) Solvency
(3) Writing
(4) Within
(5) Three Months
(6) Prior
BANKRUPTCY (REPLEVIN):

Define Replevin.
BANKRUPTCY (REPLEVIN):

A REMEDY whereby a PARTY entitled to POSESSION of GOODS RECOVERS them from a party who WRONGFULLY witholds them.
KEY WORDS:
(1) Remedy
(2) PArty
(3)Posession
(4) Goods
(5) Recovers
(6) Wrongfully
DAMAGES (LIQUIDATED):

What is a liquidated damages clause?
DAMAGES (LIQUIDATED):

A CLAUSE that PROVIDES for a certain AMOUNT of DAMAGES to be paid in the EVENT of BREACH that is STIPULATED by the parties.
KEY WORDS:
(1) Clause
(2) Provides
(3) Certain
(4) Amount
(5) Damages
(6) Event
(7) Breach
(8) Stipulated
DAMAGES (LIQUIDATED):

When will a liquidated damages clause be upheld?
DAMAGES (LIQUIDATED):

Contractual damages were DIFFICULT to ESTIMATE at the TIME of formation. And the AMOUNT agreed to is REASONABLE FORECAST of what the damages would be.
KEY WORDS:
(1) Difficult
(2) Estimate
(3) Time
(4) Amount
(5) Reasonable
(6) Forecast
DELEGATION:

What is the essential difference between delegation and assignment?
DELEGATION:

Duties are delegated; rights are assigned.
DELEGATION:

Name the parties to a delegation.
DELEGATION:

Obligee, delegator, delegatee.
ASSIGNMENT:

Name the parties to an assignment.
ASSIGNMET:

Obligor, assignor, assignee.
DELEGATION:

When CANNOT the duties be delegated?
DELEGATION:

When the non-delegating party contracted for TASTES, SKILLS, JUDGMENT, and DISCRETION, it is likely that the court will find the duty to be non-delegable.
KEY WORDS:
(1) Tastes
(2) Skills
(3) Judgment
(4) Discretion
DELEGATION:

Who can sue who in a delegation?
DELEGATION:

(1) OBLIGEE (person owed performance): can sue the DELEGATOR (person to delegated the duty) for failure to perform b/c of privity of (k).
Delegator remains LIABLE until NOVATION.

(2) DELEGATOR (person who delegated the duty) can sue OBLIGEE (person owed the duty) for failing to pay b/c privity of (k).

(3) OBLIGEE (person owed duty) can sue the DELEGATEE (person to perform) and DELEGATOR (person who delegated duty) once there has been an ASSUMPTION.

(4) The OBLIGEE can sue the DELEGATEE once there has been a NOVATION.
KEY WORDS:
(1) Obligee
(2) Delegator
(3) Delegatee
(4) Assumption
(5) Novation
DELEGATION:

Can delegator sue the delegatee for nonperformance, where they has been no consideration for the delegation? Why?
DELEGATION:


No. If the delegation is without CONSIDERATION, the DELEGATOR remains LIABLE for nonperformance, while the delegatee will not be liable to anyone for anything.
KEY WORDS:
(1) Consideration
(2) Delegator
(3) Liable
DELEGATION:

What is an assumption? What is its effect on an obligee/delegatee lawsuit?
DELEGATION:

A DELEGATION for CONSIDERATION. Once there is an assumption, the obligee can sue the delegatee.
KEY WORDS:
(1) Delegation
(2) Consideration
DELEGATION:

What is a novation?
DELEGATION:

When the OBLIGEE EXPRESSLY AGREES to accept PERFORMANCE from the DELEGATEE and EXPLCITLY RELEEASES the delegator from his duties.
KEY WORDS:
(1) Obligee
(2) Expressly
(3) Performance
(4) Delegatee
(5) Explicitly
(6) Releases
ASSIGNMENT:

What CANNOT rights be assigned?
ASSIGNMENT:

When there would be an ADVERSE EFFECT on the OBLIGOR by MATERIALLY CHANGING his DUTY or INCREASE the obligor's RISK.
KEY WORDS:
(1) Adverse
(2) Effect
(3) Obligar
(4) Materially
(5) Changing
(6) Duty
(7) Increase
(8) Risk
DELEGATION:

When must a novation be in writing?
DELEGATION:

If the ORIGINAL CONTRACT was in WRITING.
KEY WORDS:
(1) Original
(2) Contract
(3) Writing
ASSIGNMENTS:

(1) What is the rule re writings and assignments?
ASSIGNMENTS:

Generally, you do not need a writing for an effective assignment. However, you DO need a writing if the assignment is: (1) WAGES; (2) INTERESTS in LAND; (3) PERSONAL PROPERTY worth more than $5000.
KEY WORDS:
(1) Wages
(2) Interests
(3) Land
(4) Personal
(5) Property
ASSIGNMENT:

When is an assignment irrevocable?
ASSIGNMENT:

(1) Assignee receives PERFORMANCE
(2) Assignee gives CONSIDERATION
(3) Assignee Detrimentally RELIES
(4) Assignee OBTAINS A JUDGMENT against the obligor.
KEY WORDS:
(1)Perfomance
(2) Consideration
(3) Relies
(4) Judgment
ASSIGNMENT:

When is an assignment AUTOMATICALLY revoked?
ASSIGNMENT:

(1) Assignor TELLS assignee or obligee that assignment is revoked.
(2) Assignor is declared BANKRUPCT.
(3) Assignor DIES.
(4) Assignor RECEIVES PERFORMANCE from the obligor.
(5) Assignor makes a subsequent GRATUITIOUS ASSIGNMENT.
KEY WORDS:
(1) Tells
(2) bankrupt
(3) Dies
(4) Receives performance
(5) gratuitious assignment
ASSIGNMENT:

Who can sue whom re assignments?
ASSIGNMENT:

(1) OBLIGOR can sue ASSIGNOR b/c privity.
(2) ASSIGNOR can sue OBLIGOR.
(3) ASSIGNEE can sue OBLIGOR.
(4) ASSIGNEE can sue ASSIGNOR if DETRIMENTAL RELIANCE.
ASSIGNMENT:

What defenses can an Obligor use against an assignee?
ASSIGNMENT:

With any defenses used against the assignor.
RISK OF LOSS:

When a contract AUTHORIZES, but does not REQUIRE, shipment to a particular destination, when does risk of loss pass from the seller to buyer?
RISK OF LOSS:

When the seller DELIVERS the goods to the CARRIER.
KEY WORDS:
(1) Delivers
(2) Carrier
MISCELLANEOUS (DELIVERY):

When the SELLER ARRANGES shipment, what must the seller do? What happens if the seller does not do this?
MISCELLANEOUS (DELIVERY):

(1) Put the goods in POSSESSION of the carrier.
(2) Make REASONABLE contract for shipment.
(3) PROVIDE DOCUMENTS to the buyer to enable buyer to obtain the goods.
(4) PROMPTLY NOTIFY the buyer of the shipment.

* If the seller does not do this the buyer may REJECT IF "material loss or delay" ensues.
KEY WORDS:
(1) POSESSION
(2) REASONABLE
(3) PROVIDE
(4) NOTIFY
(5) "Material loss or dely"
NONCONFORMING GOODS (REMEDIES):

What are all seller's remedies BEFORE acceptance?
(1) Inspect (rt. of inspect.)
- accept
- reject
- accept comm. reas.

(2) If time elapsed to cure under K, sue for breach.
- Incidental, consequential, and compensatory (price of cover and price of purchase).
NONCONFORMING GOODS (REMEDIES):

What are buyer's remedies AFTER acceptance?
NONCONFORMING GOODS (REMEDIES):

(1) Revoke acceptance
- S. not cured
-Defect hard to discover
- S. promised to cure

(2) Cancel executory portion of K (maybe), if substantial impair.

PLUS-
(3) Sue for breach.
-Incidential, consequential, and compensatory damages.