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41 Cards in this Set

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Who is a merchant under the UCC?
A person who has special knowledge or skill regarding the type of goods involved in the transaction.
What provisions impose special rules governing k formation when one or both of the parties is a merchant?
1. statute of frauds
2. rules relating to firm or irrevocable offers
3. the battle of the forms
4, modification of ks
What warranty applies only if the seller is a merchant with respect to the goods involved in the transaction?
Implied warranty of merchantability
What rules impose slightly elevated responsibilities on merchants in the general sense of the term?
1.Duty of good faith
2.Merchants duty to follow seller's instructions with respect to to defective goods in the merchant buyers possession
What is the principal means of distinguishing between enforceable promises and those whose performance is left to the good will or moral conscience of the parties?
Doctrine of Consideration
Consideration is present when the promise was made as part of a _______ or _______
Consideration is present when the promise was made as part of a bargain or exchange.
Consideration describes a flow between promissors as a result of a _________________
Bargained for exchange.
Presence of absense of consideration has traditionally been analyzed in terms of whether there was a _______ to the promisee or a _______ to the promisor.
The presence or absense of consideration has traditionally been analyzed in terms of whether there was a detriment to the promisee or a benefit to the promisor.
When one promise is exchanged for another, both promises are supported by consideration so long as ___________________.
When one promise is exchanged for another both promises are supported by consideration so long as actual performance of each promise would be consideration.
Does enforceability of a contract depend on whether the agreed price is roughly equivalent to the market value of the item?
No. What is crucial is that the final agreement involves and exchange of values that the parties themselves deem to be equivalent. (The peppercorn theory of consideration)
To modify a contract for goods under the UCC the only question is __________________.
Was the modification made in good faith.
Good faith requires ____________________ and _____________________
honesty in fact and
observance of reaonable commercial standards of fair dealing.
Under the UCC, in the absence of an agreement between the parties to the contrary, an exclusive dealing contract imposes an obligation on the seller to use its ___________________ and a duty on the buyer to use its
best efforts to supply the goods and best efforts to promote the sale.
The expression of the parties __________ to the same terms is the basic premise underlying contract law and the process by which contracts are found to exist.
mutual assent to the same terms
If an offer is made, the offeree has ______________ and can conclude an agreement by communicating her assent to the _______ proposed in the offer.
If an offer is made, the offeree has a power of acceptance and can conclude an agreement by communicating her assent to the terms proposed in the offer.
In determining whether a particular communication is an offer courts usually inquire into whether the language used was ___________.
an offer courts usually inquire into whether the language used was unequivocal.
In contracts for the sale of goods, even though one or more terms are left open a contract for sale does not fail for ______ if the parties have _______ to make a contract and there is a reasonably certain basis for giving an appropriate ______.
In contracts for the sale of goods, even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have agreed to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
An acceptance is a __________ of ________ by the offeree to the terms expressed in the offer
An acceptance is a manifestation of assent by the offeree to the terms expressed in the offer
A response which expresses a willingness to be bound to the terms of the original offer, but which adds _______ ______ upon which the offeree's assent depends is/ is not effective as an acceptance.
A response which expresses a willingness to be bound to the terms of the original offer, but which adds additional terms upon which the offeree's assent depends is not effective as an acceptance.
At cl the inclusion of additional terms, not included in the original offer prevent the acceptance from consititute a _________ ________ of the offer, and thus could not operate as an acceptance.
At cl the inclusion of additional terms, not included in the original offer prevent the acceptance from consitituting a mirror image of the offer, and thus could not operate as an acceptance.
Article II eliminates the ____ ______ rule for the sale of goods.
Article II eliminates the mirror image rule for the sale of goods.
Under CL a mere request to change the terms of the offer or to supplement the agreement with additional terms will not prevent a response from operating as an acceptance unless the offeree's assent is made _____ on the offeror's agreement to the ____ ____.
Under CL a mere request to change the terms of the offer or to supplement the agreement with additional terms will not prevent a response from operating as an acceptance unless the offeree's assent is made conditional on the offeror's agreement to the proposed changes.
In most cases, an attempted acceptance which comes too late will be treated as a manifestation of assent to specific terms and thus as __________________. This transforms the original _______ into an ______and permits the original _______, now in the position of an ________ the power to decide whether to create a contract on the proposed terms.
In most cases, an attempted acceptance which comes too late will be treated as a manifestation of assent to specific terms and thus as an offer itself.This transforms the original offeree into an offeror and permits the original offeror, now in the position of an offeree the power to decide whether to create a contract on the proposed terms.
Generally an offer for services cannot be _______, however the offer created by an _______ _____may be assigned.
Generally an offer for services cannot be assigned, however the offer created by an option contract may be assigned.
When the term sof an offer makes either an express return promise of performance a reasonable method of acceptance, acceptance may be conveyed by
1) _______ 2)__________ 3)_________
When the term sof an offer makes either an express return promise of performance a reasonable method of acceptance, acceptance may be conveyed by
1) a promise2)commencement of performance 3)"tender" of the commencement of performance - such as arriving at the site of the job and proffering the willingness to begin.
Under Title II goods will generally pass from the seller to the buyer at the time and place at which the ____________________________________________________
Under Title II goods will generally pass from the seller to the buyer at the time and place at which the seller completes his performance with reference to the physical delivery of the goods.
Option contracts are/ are not governed by the mail box rule.
Option contracts are not governed by the mail box rule.
Under UCC, an offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurances that it will be held open is not revocable, for lack of consideration, during the time stated, or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed _________
Under UCC, an offer by a merchant to bjyu or sell goods in a signed writing which by its terms gives assurances that it will be held open is not revocable, for lack of consideration, during the time stated, or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months.
Under UCC, Language purporting to keep an offer open, on a form supplied by the _____, must be ________ by the offeror, to make the offer irrevocable.
Under UCC, Language purporting to keep an offer open, on a form supplied by the offeree, must be separately signed by the offeror, to make the offer irrevocable.
Under UCC, a deviant acceptance results in the formation of a contract only if it is a _______________________________________________________
Under UCC, a deviant acceptance results in the formation of a contract only if it is a definte and seasonable expression of acceptance.
Under the UCC, the agreement between the parties includes and applicable ______ of ______, ______ of _______ , or ______ of ________.
usage of trade
course of dealing
course of performance
What is usage of trade?
Any practice or method of dealing having such regularity of observance in a place, vocation, or trade, as to justify an expectation that it will be observed with respect to the transaction in question.
What is a course of dealing?
It arises from a sequence of previous conduct between the parties which is fairly to be regarded as establishing a common basis for understanding for interpreting their expressions and other counduct.
What is a course of performance?
A course of performance is derived from the conduct of the parties pursuant to a contract that involves repeated occassions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other.
The ____ ____ _____ says that if the parties have a writing that is supposed to be a complete and final expression of their agreement, then extrinsic evidence of prior or contemporaneous agreements they might have made, which would vary or contract the terms contained in the writing, is inadmissible.
Parole evidence rule
To what contracts does the Statute of Frauds apply?
1) Ks for real estate
2)ks which cannot be performed within a year
3) ks to pay someone else's debt: suretyship agreements
4) ks for sale of goods with a price of $500 or more.
5) ks in consideration of marriage: pre-nuptial agreements.
Confirmatory Memorandum Between Merchants may satisfy the statute unless written objection to its contents is given within ___
10 days after it is received.
Exceptions to the statute of frauds include:
1) part performance for specially manufactured goods
2) part performance in the form of payment for or acceptance of the goods.
3)Admission that a k existed
Any attempt to modify an existing contract is really an effort to ___________. Thus the requirements for making any agreement apply to modifications.
create another contract
The Statute of Frauds, which covers contracts made in consideration of marriage does/ does not include agreements entered into between two people to marry each other.
Does not
What form of writing is required to satisfy the statute of frauds?
The precise form does not matter. Even a seller's private notes that he never sends to the buyer satisfies the sof. The requirement is satisfied even if the writing is lost or destroyed, so long as there is clear and convincing evidence that it once existed.