Reading...
Play button
Play button
Use LEFT and RIGHT arrow keys to navigate between flashcards;
Use UP and DOWN arrow keys to flip the card;
H to show hint;
A reads text to speech;
28 Cards in this Set
- Front
- Back
|
Firm offer by a merchant
|
In writing
Gives assurances Open Not revocable B/C no consideration |
|
|
Firm offer by merchant will be open for ______
|
three months
|
|
|
Modification. How made, With what?
|
Must be made in good faith
Does not require consideration Modification requiring SOF compliance must be met |
|
|
Additional terms will become part of an accepted offer under 207 unless
|
the offer is limited to that acceptance
they alter it Notice or objection is given |
|
|
Parties can conduct themselves as if a contract has been formed by:
|
the terms parties already agree to plus
whatever is necessary from subsection 3 to make K work |
|
|
These clauses materially alter a contract
|
Negating warranties
Guarantee of delivery Where seller reserves rt to cancel when buyer can't pay invoice |
|
|
Writings do not prove contract but parties act like there is a contract. What is this called?
|
Knockout doctrine.
|
|
|
What is the knockout doctrine?
|
Where conduct proves a contract. Court will look for places where contract can be patched in or knocked out with gap fillers, course of conduct/trade
|
|
|
Statute of Frauds is for required written contracts.
|
for sales of goods PRICED more than $500
|
|
|
Required elements for statute of frauds is:
|
1. Writing
2. by the party against whom it is to be introduced 3. With sufficient quantity term. |
|
|
What triggers PAROL EVIDENCE RULE?
|
Record
Intergrated in whole or part (look 2 intent) Term evidence Timing (when does this arise?) |
|
|
Parol evidence keeps outside evidence ut that
|
Explain or supplement agreement Especially if agreement is integrated
Look for terms that surely would have been in the agreement had they been agreed upon. |
|
|
Payment is gap filled as
|
Time and place where Buyer gets goods or documents of title
|
|
|
Delivery place is gap filled as
|
Seller's place of business or his city of business residence
|
|
|
Price can be gap filled as
|
Reasonable price at the time of delivery
|
|
|
Title to goods means that every shipment of goods is that
|
good title is conveyed and free from security interest that buyer has no knowledge of.
|
|
|
Warranty of quality can be given by
|
anyone, not just a merchant
|
|
|
Implied warranty merchantability happens when
|
One who is a merchant dealing in those goods makes a representation and means that good is
useful for the purpose which it is sold Adequately packaged, labeled or sold |
|
|
Warranty for particular purpose arises when
|
when seller knows or has reason to know of the buyer’s particular purpose & buyer relies on the seller’s skill or judgment
|
|
|
Disclaiming warranties
|
Must be in writing and must be specific
|
|
|
What does it mean that a buyer can cherry pick?
|
Buyer can accept some, all none of goods in a shipment but must sort by commercial unit ie lot
|
|
|
Problem with shipment can be cured if
|
It is early
Seller can cure Must give notice to buyer |
|
|
After shipment, failure to act results in
|
Acceptance. Once buyer accepts he has the burden of showing goods are non-conforming
|
|
|
BUYER may revoke acceptance if:
|
Latent defect in accepted goods
Seller failed to cure Buyer relied on seller's assurances |
|
|
Rejection
|
Buyer must do seasonably
Must specify defect give seller chance to inspect |
|
|
Anticipatory repudiation is the Code's way of dealing with
|
an overt communication of intention or an action which renders performance impossible or demonstrates a clear determination not to continue with performance
|
|
|
What constitutes grounds for Anticipatory repudiation?
|
“an apparently trustworthy source” suggesting a problem with the quality of a seller’s goods, or buyer’s inability to pay, that can be grounds for insecurity.
|
|
|
Note how different adequate assurances of performance are from Anticipatory Repudiation.
|
reasonable grounds for insecurity arise about the other party’s performance, innocent party may demand in writing adequate assurances of due performance.
innocent party may suspend his own performance. in no assurance in a reasonable time (not more than 30 days) then innocent may treat K as repudiated. |
