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90 Cards in this Set
- Front
- Back
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Firm Offer |
-offer by a merchant -in writing - signed by merchant -held open (3 mo) without consideration |
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2-207(1) Additional Terms |
-a definite and seasonal expression or -written confirmation -operates as acceptance |
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it is not okay if the acceptance has additional or different terms |
FALSE; it is okay if the acceptance has acceptance or different terms |
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what is the proviso clause under 2-207(1)? |
unless acceptance is expressly made conditional on assent to the additional or different terms |
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2-207(2) additional terms in acceptance or confirmation |
the additional terms are to be construed as proposals for addition to the contract. between merchants such terms become part of the contract unless: |
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what are the three elements under 2-207(2) |
-offer expressly limits acceptance -materially alter notification of objection |
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what is the general rule under 2-207? |
written confirmation or expression of acceptance can have additional or different terms from those agreed upon or offered |
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does the general rule apply if there is a proviso clause? |
no ; acceptance is expressly made conditional on assent to the additional or different terms |
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2-207(3) additional terms in acceptance or confirmation |
look at the conduct of the parties, contract even though the writings of the parties do not establish |
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what is the different/conflicting terms rule? |
the conflicting terms are construed to not be a part of the contract, but instead, "KNOCKED OUT!" |
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Warranty of title 2-312 |
-good title -transfer is rightful -goods are free of encumbrance or claims -buyer has no knowledge |
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2-201(3)(c) |
- goods -payment made and accepted or -payment received and accepted |
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2-201(1) |
-contract - sale of goods - $500 or more - must be in writing |
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when is a warranty of title breached? |
-goods are stolen -theres a valid lien |
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what is section 2-609? |
right to adequate assurance of performance |
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what are the elements of 2-609(1)? |
-k for sale - both parties impose obligations -(will) not be impaired -reasonable grounds for insecurity -either party may -in writing -demand adequate assurance of performance -may suspend their performance if commercially reasonable -until assurance is received |
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if the contract for sale is between merchants, what is determined by commercial standards? |
reasonable grounds for insecurity + adequacy of assurance |
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what are the elements of 2-609(3)? |
- acceptance - improper delivery or payment - does not prejudice - aggrieved party's right - to adequate assurance of further performance |
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can the failure to provide a demand for adequate assurance of performance result in repudiation after 3 months? |
yes; the failure to provide within a reasonable time not exceeding 30 days results in a repudiation |
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what are the elements of 2-609(4)? |
- receipt - justified demand failure to provide - within a reasonable time -not exceeding 30 days - is a repudiation of k |
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what is 2-611? |
retraction of anticipatory repudiation |
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what are the elements of 2-611(1)? |
- until repudiating party's -next performance is due - he can retract his repudiation - unless - the aggrieved party cancelled or materially changed their position -or otherwise indicated he considers repudiation to be final |
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what is a retraction under 2-611? |
-retraction may be - by any method - clearly indicated to aggrieved party - repudiating party intends to perform - but must include -any assurance justifiably demanded |
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what does retraction, if anything, reinstate? |
reinstates the repudiating party's rights under the contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation |
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what are the elements of 2-204(1)? |
-k
-SoG -made in any manner sufficient -show agreement -includes conduct -by both parties -recognizes existence of a K |
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what are the elements of 2-204(2)? |
- agreement sufficient
-even though moment of making it - undetermined |
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what are the elements of 2-204(3)? |
- one or more terms -left open -does not fail for indefiniteness -if parties intend to make k and -theres a reasonable certain basis |
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what specific term must be included in the contract? |
quantity
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what are the elements of 2-206(1)(a)?
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-offer to make K -construed as inviting acceptance -any manner and by any medium reasonable in the circumstances |
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what are the elements of 2-206(1)(b)? |
-an order or other offer -buy goods -for prompt or current shipment - construed invites acceptance -either prompt or current shipment of conforming or nonconforming goods -but shipment of nonconforming goods -does not constitute acceptance if -seller seasonably notifies buyer -shipment offered only as accommodation to buyer |
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what are the elements of 2-206(2)? |
-offeror -not notified -of acceptance -within reasonable time -treats offer as lapsed |
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what are the elements of 2-207(1)? |
-seasonable and definite expression -or written confirmation -may constitute as acceptance -even though there are additional/ different terms -unless -acceptance -expressly made -conditional on assent -to additional/different terms |
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what are the elements of 2-207(2)? |
-between merchants -additional/ different terms considered part of K -unless -offer expressly limits acceptance to additional/differnt terms -materially alters -notfication of objection within reasonable time |
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what are the elements of 2-207(3)? |
-conduct -by both parties -recognize existence of K |
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what are the elements for 2-312(1)? |
-k for sale -warranty -seller -title conveyed is good -transfer is rightful -title is free of encumbrances, liens, or security interests at the time of contracting -buyer has no knowledge of |
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what are the elements of 2-312(2)? |
-exclude/ modify warranty
-onyl by specific language or -circumstances give buyer -knowledge that seller -does not claim title in himself -or -he's purporting to sell only title that he or third party may have |
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what are the elements of 2-312(3)?
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-seller merchant -warrants -goods shall be delivered -free of infringement claims |
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What are the elements of 2-313(1)? |
Express warranties are created when: - affirmation of fact or promise form part of the basis of the bargain -description of good form part of the basis of the bargain -sample or model of good form part of the basis of the bargain |
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Do you need formality to form an express warranty? |
No. Don’t need to use formal words like “guarantee” or “warrant”. |
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Is intent needed to form an express warranty. |
Intent to create an express warranty is not needed. |
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What does NOT create an express warranty? |
-seller’s opinion or commendation of good -affirmation (seller) based on value of good |
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What are the elements of 2-314(1)? |
-unless excluded or modified -warranty is implied -goods shall be merchantable -if seller is a merchant with respect -goods of the kind -food and drink =sale |
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What are the elements of 2-314(2)? |
-goods to be merchantable -must be at least (PCF) -pass without objection in trade —fit for ordinary purpose - conform to promise/ affirmation of fact made on container or label if any |
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What is 2-314(3)? |
-unless excluded or modified - other implied warranties -May arise from -course of dealing or trade usage |
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what is 2-315 called? |
implied warranty: fitness for particular purpose |
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what are the elements of 2-315? |
-seller -at time of contracting -has reason to know -particular purpose -for which goods are required -and -buyer relied on sellers skill and judgment -furnish suitable goods -unless excluded or modified |
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what are the elements of 2-316(1)? |
-words or conduct -relevant to the creation of an express warranty -or words or conduct -tending to negate/limit warranty -shall be construed wherever reasonable -as consistent with each other -but subject to provision of articles on extrinsic and parole evidence -negation/ limitation is inoperative -to extent such construction is unreasonable |
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what does 2-316 deal with? |
exclusions and modifications |
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what are the elements of 2-316(2)? |
-exclude or modify -warranty of merchantability -must mention warranty of merchantability -and in case of writing -must be conspicuous -and to exclude or modify warranty of fitness -exclusion must be -by writing and conspicuous -language to exclude -all warranties of fitness -is sufficient |
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what are the elements of 2-316(3)? |
-not withstanding subsection (2) -unless otherwise indicated -all implied warranties -are excluded -with expressions like -"as is" -or other language -calls buyer attention -to exclusion of warranties -and makes plain -no implied warranty and -before buyer enters into k -fully examined goods/sample/model -or refused to examine goods -no implied warranty -with regard to defects -which examination would've brought out |
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what are the elements of 2-316(4)? |
-remedies -can be limited -in accordance with provisions -on liquidation limitation of damages -and on K modification of remedy (Section 2-718 and 719) |
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what are the elements of 2-607(3)(a)? |
-tender accepted -buyer -must within a reasonable time -after he discovers or should have discovered -any breach -notifies the seller of breach -or be barred from any remedy |
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what are the elements of 2-719(1)(a)? |
subject to provisions of subsections 2 and 3 of this section.., -agreement -may provide for remedies -in addition or in substitution (for those provided in this article) -and may limit or alter -the measure -damages recoverable -by limiting buyer's remedies -to return of the goods -and repayment of the price or -repair and replace of nonconforming goods or parts and .... |
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what does 2-719 deal with?
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contractual modification or limitation of remedy |
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what are the elements of 2-719(1)(b)? |
- resort to remedy -provided as optional -unless remedy -is expressly agreed to be exclusive - is sole remedy |
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what are the elements of 2-719(2)? |
-circumstances that cause -exclusive or limited remedy -to fail its essential purpose - remedy may be had |
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what are the elements of 2-719(3)? |
-conseuquential damages -may be limited or excluded -unless -limitation/exclusion is unconscionable -limitation of consequential damages -injury to the person -prima facie unconscionable -but -limitation of damages -loss of commercial is not |
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what is 2-606? |
what constitutes acceptance of goods |
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what are the elements under 2-606(1)? |
acceptance occurs -after reasonable opportunity to inspect goods are conforming -does any act inconsistent with seller's ownership (if act is wrongful against seller, seller must ratify acceptance) -fails to make an effective rejection , acceptance does not occur until after reasonable opportunity inspection |
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what does 2-606(2) say? |
acceptance part of any commercial unit is acceptance of whole unit |
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what is tender? |
an event that is the seller's responsibility
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what is the buyer's responsibility? |
to pay; conditioned on the seller's duty to tender
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what is 2-601? |
perfect tender rule
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what are the elements under 2-601?
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if the goods/tender of delivery fail
to conform to the K, -buyer may -reject the whole -accept the whole -accept part and reject part |
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what are the two consequences of tender? |
if conform means and buyer has right to inspect/accepts
if fails to conform |
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what are the three ways that constitute an acceptance? |
-after reasonable opportunity to inspect
-buyer signifies to seller that -goods are conforming or -buyer will take/retain them in spite of nonconformity -buyer fails -make valid rejection within reasonable time or -buyer does any act inconsistent with seller's ownership |
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a buyer has a right to inspect after payment and acceptance at place the goods were supposed to be delivered to to see if the goods conform. |
a buyer has a right to inspect before payment or acceptance at any reasonable place and time and manner to see if goods conform. |
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who bears the burden to establish breach? |
buyer has burden with respect to any goods accepted |
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2-608(1) elements: |
-buyer may revoke if -has accepted of a lot or commercial unit -nonconformity substantially impairs value of goods to him -that defect is of significance to the particular use of good -his acceptance was on reasonable assumption that nonconformity would be cured -cure wasn't done seasonably or -without discovery of nonconformity -accpetance reasonably induced by -difficulty/discovery (before accept) or -by seller's assurance |
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what must the buyer show under 2-608? |
-defect in goods and
-defect is of significance to the particular use to which he wanted to put the goods |
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2-608(2) elements: |
-revocation
-timely made and -before any substantial change in condition of goods -not caused by their own defects |
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what is a rightful rejection under 2-602? |
-rejection must be within a reasonable time and -is ineffective without notification -after rejection any exercise of ownership is wrongful -if buyer -before rejection -takes physical possession -must hold them with reasonable care |
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what is 2-508? |
seller's right to cure |
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2-508(1) elements: |
-tender/delivery -rejected -seller ships nonconforming goods and -time for performance has not expired -(seller) may cure nonconformity -within contract time --if seller seasonably notifies intent |
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2-508(2) elements: |
-buyer rejects -noncoforming tender -seller had reasonable grounds -to believe would be acceptable -with or without money allowance -seller may -if he seasonably notifies the buyer -have a further reasonable time -to substitute a conforming tender |
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what are the elements under 2-513(1)? |
-(buyer) a reasonable opportunity to inspect
-where goods are -tendered, or -delivered, or -identified |
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what are the elements under 2-513(2)? |
-inspection expenses -borne by the buyer -may be recoverable from seller -if goods non-conform and are rejected |
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What are the elements under 2-513(3)? |
-subject to CIF contracts -buyer not entitled to inspect goods -before payment of price when K provides -delivery "COD" or on other like terms or -payment against documents of title -is due -after documents become available to inspect |
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What are the elements under 2-513(4)? |
-place/method of inspection -presumed exclusive -unless otherwise expressly agreed -does not postpone identification or shift the place of delivery or for passing risk of loss |
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What are the elements under 2-501(1)? |
-buyer obtains -special property and insurable interest in goods -identification of existing goods to the K -even though goods are nonconforming and -buyer has option to return/reject -identification can be made -any time and manner -explicitly agreed by parties |
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What are the elements under 2-501(1)(a) and (b)? |
-absence of agreement -ID occurs -k is made -goods already exist and ID -K FOR SALE OF FUTURE GOODS -goods shipped, marked, otherwise designated by seller -as goods to K -Crops planted/growing crops or -young are conceived/ to be conceived -k fir sale unborn young to be born -within 12 months or -next normal harvest season -whichever is longer |
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What are the elements under 2-501(2)? |
-seller retains insurable interest -so long as he has title and -identification is by him alone -he may -until default, insolvency, or notification to buyer that ID is final -substitute other goods for those ID |
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what are the elements of 2-602? |
-buyer -must within a reasonable time -reject goods after tender or delivery -ineffective until buyer seasonably notifies seller -after rejection -buyer exercises ownership -is wrongful as against seller -if buyer is in physical possession of goods before rejection -must after rejection hold goods with reasonable care -sufficient time for seller to remove them -but buyer is under no further obligations with regards to rightfully rejected goods -wrongfully rejected goods are governed by seller's remedies (2-703) |
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what is 2-602 called? |
manner and effect of rightful rejection |
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what is 2-508? |
cure by seller of improper tender or delivery; replacement |
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what are the elements of 2-508? |
-buyer rejects -nonconforming goods -contract time has not expired -seller seasonably notifies buyer -intent to cure and does so within remaining contract time (makes conforming delivery) - buyer rejects -nonconforming tender -seller thought would be acceptable -with or without money allowance -seller may if he seasonably notifies buyer -have further reasonable time -to substitute conforming tender - |
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what is 2-510? |
effect of breach on risk of loss |
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elements of 2-510: |
-tender/delivery -fails to conform to k -buyer rejects -risk of loss is on seller -until he cures -buyer -rightfully revoked acceptance -may to the extent in his effective insurance coverage -treat having risk of loss on seller from beginning -conforming goods -buyer repudiates -seller may treat risk of loss as moving to the buyer |
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2-511 |
tender of payment by buyer; payment by check |
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elements of 2-511 |
-unless otherwise agreed -tender of payment -conditional to seller's duty to tender and complete any delivery |
