Sales

Front 1

Once the goods have been accepted.... the seller can???? the buyer can????

Back 1

The seller sues for the price

The buyer sues for damages

Front 2

If the goods have not been accepted, the seller can??? The buyer can???

Back 2

the seller can resell the goods

the buyer can "cover" by making a substitute purchase

Front 3

IF the seller has good reason to believe that he will not be paid, he can

Back 3

1) withhold delivery

2) demand cash payment

Front 4

Circumstances authorizing demand of cash

Back 4

If the buyer becomes insolvent and seller learns of this. Seller may demand cash. This includes for goods previously delivered and goods delivered thereafter. Seller may also withhold future deliviries until receipt of cash payment

Front 5

Circumstances authorizing withholding of delivery

Back 5

an unpaid seller who is still in possession of the goods may withhold delivery when the buyer 1) wrongfully rejects, 2) rescinds, 3) fails to make a payment when due, or 4) anticipatorily breaches the contract

Front 6

When can seller reclaim the goods from buyer?

Back 6

1) when buyer pays by check at the time of delivery, but the check is returned for insufficient funds
2) when after delivery of the goods to the buyer, the seller discovers that the buyer is insolvent

Front 7

What if the seller successfully reclaims the goods?

Back 7

all other remedies are terminated. He can no longer sue for any damages

Front 8

Once goods have been delivered to a carrier for shipment the seller cannot withhold delivery, but they can?

Back 8

Stop the goods while they are in transit and resume possession of the them

Front 9

What are the grounds for exercising the "stop in transit" right

Back 9

1) buyer's insolvency is discovered after shipment

2) buyer's repudiation of a large order

Front 10

For the seller to exercise this right, the goods must be in?

Back 10

transit

Front 11

Situations when transit ends

Back 11

1) buyers receipt of goods

2) bailee's acknonwledgment

3) when carrier becomes an agent of buyer (if buyer contacts carrier and orders goods rerouted)

Front 12

The seller's primary relitigation remedy is?

Back 12

to resell the goods

Front 13

Before the seller can resell the goods they must?

Back 13

be identified to the contract

Front 14

What does identification consist of?

Back 14

1) contracting with reference to specific goods; Or
2) designating (by sellers action) certain goods as being those to be delivered in performance of the contract

Front 15

What if buyer breaches and the seller still has possession of conforming goods not yet identified to the contract?

Back 15

the seller may identify the goods to the contract regardless of their resalability

Front 16

If the buyer breaches and the goods are in the process of manufacture but are not complete at the time the seller learns of the buyers breach, the seller may??

Back 16

1) stop the manufacture

2) complete the manufacture

3)resell the unfinished goods for scrap or salvage value

Front 17

If seller stops the manufacture, he may

Back 17

identify the goods in their incomplete state as those intended under the contract and therefore subject to the right of resale if the goods are demonstrably intended for the particular contract

Front 18

if the seller completes manufacture, he must

Back 18

identify the completed goods to contract if he exercises reasonable commercial judgment and do so for the purpose of avoiding loss

Front 19

If completion of the goods caused the buyer increased damages, the seller may recover only if

Back 19

the completion of manufacture was done in the exercise of reasonable commercial judgment

Front 20

IF the goods are unfinished and seller sells them as scrap, he must

Back 20

use reasonable commercial judgment

Front 21

IF buyer has refused to accept the goods and the seller resells them, the seller may recover?

Back 21

the difference between the resale price and the contract price minus expenses saved as a consequence of buyers breach

Front 22

IF seller plans to resell the goods in a public sale he must?

Back 22

Give notice to the buyer and advise him of hte time and place of sale unless the goods are perishable or threaten to decline speedily in value in which case notice is waived

Front 23

What if the seller fails to give proper notice?

Back 23

the seller is denied any further damages

Front 24

How may goods be sold in resale?

Back 24

as one unit, or in parcels. The method, manner, time, and terms may be chosen by the seller

Front 25

Must notice be given for a private resale?

Back 25

yes

Front 26

If the resale is public, the goods must

Back 26

1) be in view of those attending or if not, the advance notice of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders

Front 27

Must the resale be reasonably identified as refering to the broken contract?

Back 27

yes, this is true whether the sale is public or private

Front 28

Is the seller permitted to purchase at the resale?

Back 28

the seller is permitted to buy at a public sale but not a private sale

Front 29

What kind of title does the person whom purchases the goods get at the resale?

Back 29

gets valid title against the original buyer

Front 30

What if seller doesn't comply with resale requirements

Back 30

it does not affect the 3rd parties title as against the original buyer, but the seller may be liable for damages sustained buy original buyer

Front 31

The seller's last prelitigation rememdy is

Back 31

cancellation of the contract for reason of breach

Front 32

Sellers prelitigation remedies

Back 32

demand cash payment
withhold delivery
reclaim goods
stop transit of goods
identify conforming or unfinished goods
resell goods
cancel contract

Front 33

IF a buyer has prepaid all or part fo the purchase price and has received goods that do not conform to the contract then??

Back 33

the UCC gives the buyer a security interest in the goods for the amount of the prepayment and provides that if the buyer appropriately offers to restore the seller's goods and demands repayment of the price paid, and the seller refuses, the buyer may sell the goods

Front 34

Does the sale of goods to recover prepayments exists accepted the goods or rejected them?

Back 34

yes

Front 35

If the buyer sells the goods to recover prepayments and gains proceeds from the resale, then

Back 35

the buyer must give the proceeds to the seller less any costs incurred in handling, storing, and reselling the goods

Front 36

What is cover?

Back 36

allows the buyer to go out into the market and purchase substituted goods

Front 37

IF the buyer chooses to "cover", what can the buyer recover from the seller?

Back 37

If the buyer acts reasonably and in good faith, the recovery will be the difference between the cost of the substitute and the contract price -- even if it was not the cheapest or most effective substitute that could have been used

Front 38

When must cover be made?

Back 38

without unreasonable delay

Front 39

Is the buyer required to cover?

Back 39

No, but if the buyer fails to cover when reasonable, they may not recover consequential damages that were preventable by reasonable cover attempts

Front 40

May the buyer deduct from payments to the seller any damages incurred through a nonconformity in the seller's preformance?

Back 40

yes, but the buyer must give seller notice of the nonconformity

Front 41

Can a buyer subtract for damages relating to another contract?

Back 41

no, deductions for damages must relate to the same contract

Front 42

3 situtations where the seller may sue for the contract price

Back 42

1) if buyer has made an acceptance of the goods (buyer can avoid this buy revoking acceptance)
2) if the goods are harmed or destroyed after the risk of loss has passed to the buyer
3)specially manufactured goods still in the possession of seller but are of such a nature that they can't be resold after reasonble attempts to do so have failed

Front 43

3 measures of damages available to the seller when the buyer has refused to accept the goods

Back 43

1) the difference between the contract and resale price

2) the difference between the contract and market price

3) lost profits

Front 44

When is contract/resale measure of damages not effective?

Back 44

when the seller's goods are standard-priced items in unlimited supply. In this case the resale price will be the same as teh contract price ending up with the seller recovering no damages

Front 45

What if the seller resells for less then market value?

Back 45

doesn' matter as long as resale was conducted in a commercially reasonable manner

Front 46

Contract-Market differential measure of damages???

Back 46

the seller may recover the difference between the contract price and the market price at the time and place that the goods were tendered

Front 47

When is the contract-market differential not effective?

Back 47

when the goods are unfinished and where standard priced goods in unlimited supply are involved

Front 48

When should seller sue for lost profits?

Back 48

When contract-resale and contract-market differential are inadequate to put the seller in as good a position as performance would have done

Front 49

Types of seller who need to sue for lost profits?

Back 49

1) lost volume seller - people who sell standard priced items in unlimited supply

2) overhead

Front 50

What are incidental damages?

Back 50

expenses or commissions incurred in stopping deliver, in the transportation, care and custody of goods after the buyers breach and in connection with return or resale

Front 51

Buyer may seek replevin if?

Back 51

There is an inability to cover; OR

in satisfaction of a security interest

Front 52

The buyer may seek replevin for the inability to cover if?

Back 52

1) the goods are identified to the contract; and
2) after a reasonable effort, the buyer is unable to procure substitute goods in the market or the circumstances indicate that such effort will be unavailing

Front 53

The buyer can seek replevin for satisfaction of a security interest if?

Back 53

the seller has shipped the goods under reservation and the buyer has made or tendered payment of the price but the seller, some carrier, or bailee has failed to release the goods to the buyer

Front 54

When does the UCC allow the buyer to seek specific performance?

Back 54

in any case wehre goods are unique; or in short supply; or where damages would simply be inadequate or too difficult to determine (requirement contracts)

Front 55

Buyer's action for damages for nondeliery?

Back 55

1) Contract-cover differential

2) Contract-market differential

Front 56

Contract-cover differential?

Back 56

If the buyer goes into the market to "cover" (purchase substitute goods) the buyer may recover the difference between the cover price and the contract price as long as the cover was chosen in good faith

Front 57

Contract-market differential?

Back 57

the buyer may recover against the seller the difference between the contract price and the market price at the time the buyer learned of the breach

Front 58

In contract-market differential, how do you establish the market price if the seller refuses to deliver?

Back 58

the market price is the place where the seller should have tendered the goods.

Front 59

If the seller made a nonconforming tender, which the buyer rightfully rejects (or later revokes acceptance) how do you determine the market price?

Back 59

the place of arrival

Front 60

In addition to Contract-Cover and Contract-market, is the buyer permitted to recover consequential damages?

Back 60

yes

Front 61

What are consequential damages?

Back 61

any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise

Front 62

Do consequential damages include lost profits?

Back 62

yes. Lost profits are where a buyer cannot go out into the market to cover and is thus deprived of profits on resale (goodwill as well)

Front 63

Do consequential requirements require an attempt to cover?

Back 63

yes, unless attempting to cover would be unreasonable

Front 64

does the UCC allow punitive damages?

Back 64

no