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30 Cards in this Set
- Front
- Back
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Express Warranty under UCC § 2-313
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When a seller makes a written or oral, affirmation of fact or promise, or offers a description, sample, or model of goods, that becomes part of the basis of the bargain, then, unless the seller was affirming the value, offering an opinion, or commending the goods, an express warranty is created regardless of the seller’s intent, buyer’s reliance, or whether the words warrant or guarantee were used.
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Non-merchant battle of the forms under UCC § 2-207
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When a written offer and acceptance contain differing terms and the writings are between parties where at least one is not a merchant, then a contract is formed using terms on which the writings agree plus supplemental UCC terms unless either of the writings expressly limited assent to its terms. When a contract is not formed by the writings but conduct of the parties can establish a contract, then the contract includes terms on which the writings agree plus supplemental UCC terms.
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Merchant battle of the forms under UCC § 2-207
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When written forms of offer and acceptance, between merchants, contain differing terms, and neither writing expressly limits assent to its terms, then a contract is formed using terms on which the writings agree, and additional non-material terms, and UCC gap-filling terms; however, if either writing expressly limits assent to its terms, then a contract is formed using terms on which the writings agree, and UCC gap-filling terms.
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UCC §2-207
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When a written offer and acceptance contain differing terms and the writings are between merchants and neither of the writings expressly limits assent to its terms, then a contract is formed and includes additional non-material terms, terms on which the writings agree, and supplemental UCC terms.
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Merchant's Written Confirmation under UCC §2- 201(2)
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When a merchant fails to object in writing within ten days of receiving a timely written confirmation of a contract from another merchant, of which he should have known the contents thereof, then the confirmation satisfies the statute of frauds.
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No warranty of merchantability from Non-merchants under UCC §2-314
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When a seller makes an isolated sale of goods and he is not a merchant as to goods of the kind sold and he does not specifically guarantee the goods, then no warranty of merchantability is created.
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Shipment Contract under UCC §§2- 308; 2-504
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When a transaction for the sale of goods requires the seller to ship the goods to the buyer, then, unless otherwise agreed, a shipment contract is contemplated, the place of tender is the seller’s place of business, the seller must put and hold conforming goods at the buyer’s disposition, give notice to the buyer, and risk of loss transfers to the buyer when the goods are delivered to the carrier.
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Goods to be severed from realty under UCC §2- 107(2)
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When a contract for the sale of crops, timber, or other things attached to realty is contemplated, then, so long as they can be severed from the realty without material damage thereto and they can be identified to the contract, a contract for the sale of goods under the UCC is formed whether the buyer or seller severs the goods.
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Milau Assoc. Inc. v. North Ave. Dev. Corp.
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When loss or injury arises from a defect in goods in a hybrid transaction where the service aspect predominates and the transfer of goods is incidental, then the service must be performed non- negligently, in a workmanlike manner, and the UCC implied warranties do not apply.
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Anthony Pools v. Sheehan
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When loss or injury arises from a defect in goods in a hybrid transaction where the service aspect predominates and the transfer of goods is incidental, then, if the goods are consumer goods and the goods have retained that character after the transaction, the UCC implied warranties will apply.
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Merchant's firm offer under UCC §2-205
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When a merchant makes a firm offer, in writing, to buy or sell goods, then it is valid without consideration so long as it is signed by the offeror and indicates the duration, not longer than three months, for which it will be held open; but if the duration is missing it will be held open for a reasonable time.
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UCC §2-315
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When a buyer makes known to a seller, the specific purpose for which goods are required, and the buyer relies on the seller’s skill or judgment to select the goods, then, unless conspicuously disclaimed, an implied warranty of fitness for a particular purpose is created.
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UCC §2- 206(2) and cmt 3
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When beginning performance is a reasonable mode of acceptance and the offeree’s actions unambiguously express an intention to engage in performance and there is no express language to the contrary, then, if the offeree sends a notice of acceptance within a reasonable time after beginning performance, the offeror will be bound.
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UCC §2-319(2), (3)
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When the shipping term F.A.S. (free alongside) is used naming the vessel and port and the buyer seasonably provides other delivery instructions such as berth and sailing date, then the seller must at his risk and expense deliver the goods alongside the named vessel, or other dock or berth, as instructed by the buyer, at which point the risk of loss shifts to the buyer.
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UCC §2-319(1)(a)
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When the shipping term F.O.B. (free on board) place of shipment is used, then a shipment contract is contemplated and the seller must bear the expense and risk of placing the goods into the possession of the carrier at which point the risk of loss shifts to the buyer.
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UCC §2-201(1)
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When a contract for the sale of goods for a price of $500 or more arises, then, unless one of the exceptions to the statute of frauds apply, it is only enforceable if evidenced by a writing indicating a contract for the sale between the parties was made, the writing is signed by the party to be charged, and the writing specifies the quantity of goods.
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UCC §2-201(3)(c)
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When a contract for the sale of goods for a price of $500 or more arises, then one exception to the requirement of a writing sufficient to satisfy the statute of frauds is that a contract will be enforced for: (i) the goods upon which payment has been made and accepted; or (ii) the goods that have been received and accepted.
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UCC §2-320
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When the shipping term C.I.F. (cost, insurance, and freight) is used, then a shipment contract is contemplated, the price for the goods includes the insurance and freight to the named destination, and risk of loss transfers to the buyer when the seller places the goods into the possession of the carrier.
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UCC §1-301
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When determining the choice of law that applies to a transaction, then the parties may contract to apply the law of either party’s jurisdiction, or a jurisdiction having a reasonable relation to the transaction, or if no choice of law is specified the UCC will apply a jurisdiction related to the transaction.
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UCC 1-303§
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When there is a dispute over the terms of a contract, then express terms of the contract prevail over course of performance which prevails over course of dealing which prevails over usage of trade.
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UCC §2-501(1)(a),(b), and (c)
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When goods are identified to the contract, then the buyer obtains an insurable interest and identification of the goods can occur: (i) at the time of contracting; (ii) in the future when they are designated by the seller; or (iii) in the case of crops and animals when they are planted or conceived.
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UCC §2-206(1)(b)
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When a buyer offers to purchase goods for prompt shipment, then the seller can accept either by a prompt promise to ship or by a prompt shipment of conforming goods.
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UCC §202 cmt 3
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When the contents of a signed writing is put into issue, then, if the UCC applies to the transaction, the person relying on the writing must prove it was intended to be the complete, final, and exclusive set of terms and parol evidence will be admitted to establish additional consistent terms including those from course of performance, course of dealing, and usage of trade without the necessity of ambiguity and where a term is something the parties would certainly have included it will be barred by the parol evidence rule.
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UCC§1-203
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When a true lease must be distinguished from a disguised sale on credit, then a true lease has a termination clause allowing the lessee to terminate the lease and return the goods; whereas a disguised sale on credit occurs when there is no remaining economic life at the end of the lease term or there is an option to purchase for nominal consideration at the end of the lease term.
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UCC §2-328
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When an auction involves the sale of goods, then, unless explicitly announced to be without reserve, the auction assumed to be with reserve, a bid is considered an offer and it is accepted when the auctioneer’s hammer falls, and the auctioneer may reopen bidding when a bid is made while the hammer is falling.
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UCC §1-201(11)
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Consumer goods: goods purchased for personal, family, or household use.
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Hybrid Transaction
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Hybrid transaction: a transaction involving both goods covered by the UCC and services covered by the common law.
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UCC §2-104(1)
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Merchant: a person who deals in goods of the kind and holds himself, or an agent, out as having knowledge or skill peculiar to the practices or goods involved in the transaction.
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UCC §1-205
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Reasonable Time: a reasonable time depends on the nature, purpose, and circumstances of the action; an action is seasonably taken if it is taken within the agreed time or if no time is agreed then within a reasonable time.
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UCC §2-509(1)(a)
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Shipment Contract: where the seller’s tender is complete upon delivery of the goods to the carrier.
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