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18 Cards in this Set

  • Front
  • Back
Generally, no one can transfer better title than he has. A theif cannot pass good title even to a bfp for value.
Statute of Frauds: contracts for the sale of goods more than $5,000
The statute requires this contract be in writing, with the signature of the party denying the agreement, with the material terms of the contract (consideration and description).
Any serious threat to one's life, limb, or property. Duress will allow a party to avoid a contract when it can be shown that the party benefiitting from the contract caused the duress.
A defense to contract formation. An unconscionable contract is extremely one-sided at the time of formation because one party has signifigantly greater bargaining power over the other. This defense is used to avoid or reduce the buyer's obligation on contracts where goods are grossly overpriced.
Corresponding article numbers.

(1) Sales
(2) Commercial Paper
(3) Secured Transactions
(1) Article 2
(2) Article 3
(3) Article 9
Recission on grounds of misrepresentation
A party may engage in recission of a contract where there was a material misrepresentation about the contract.
Buyer's right of rejection before payment.
Unless waived by contract, a buyer has a right to inspect the goods before he pays and may reject the nonconforming goods. The buyer accepts the goodsd when, after a reasonable opportunity to inspect, he fails to reject the goods or otherwise indicates to the seller than he accepts them.
Buyer's responsibility to hold goods with care.
In single delivery contracts, the buyer has a responsibility to hold nonconforming goods with reasonable care for a time sufficient to permit the seller to remove them.
Risk of loss when contract authorizes but does not require shipment to a particular desitination.
Risk of loss passes to the buyer when the seller delivers the goods to the carrier. But if the seller arranges shipment, the seller must put goods in the posession of the carrier, make reasonable contract for shipment, provide documents to enable to buyer to obtain the goods, and promptly notify the buyer of the goods. Failure to provide notes, if grounds for rejection if a material delay or loss ensues.
Buyer's duty after revocation of acceptance of goods.
To follow reasonable instructions from the seller with respect to the goods.
Disclaimer of express warranty.
Language disclaiming express warranties is inoperative to the extent that it is inconsistent with the language creating a warranty.
Open price term.
The fact that a term (other than the quantity term) is left open does not prevent the formation of a contract if the parties intended to make a contract and there is a reasonably certain basis for giving a remedy.
Signature requirement re masterhead in statute of frauds.
Masthead or letterhead can operate as signature.
common law preexisting duty rule
A contract modification generally is not enforceable unless it is supported by new consideration. This is not followed by article II.
Replevin (seller)
An unpaid seller who discovers that the buyer has received goods on credit while insolvement may reclaim the goods upon demand made within 10 days after the receipt of the goods. Note, in this case, the goods become collateral.
Payment to creditor by account debtor in event of debtor's default.
Under Article 9, if a debtor defaults on a loan secured by an assignment of nongoods collateral, such as accounts (a right to payment no evidenced by an instrument) or chattel paper (writings evidencing a monetary obligation and a security interest in specific goods), the creditor is entitled to notify the account debtor (party owing the debtor money on the underlying account or chattel paper) to make payment to the creditor, rather than to the debtor. Upon notification, the account debtor must pay the credtior, even if the debtor was already making collections on the collateral.
Warranty of good title.
In every sale of goods, the seller maks an implied warranty of good title to the buyer, unless the warranty is properly disclaimed. Note, also, an assigne of accounts, chattel paper, or general intangibles, is also subject to the same defenses arising out of the agreement between the account debtor and the assignor, unless the acccount debtor agreed otherwise.
Implied warranties disclaimer.
Generally, the implied warranties can be disclaimed by any conspicuous disclaimer clause that calls the buyer's attention to the exclusion of the warranties. Or by contract langauge specifically negating warranites, or by clauses that state the goods are sold "as is" or "with all faults."