Uniform Commercial Code

Front 1

Is the UCC different from the common law on the issue of a merchants firm offer

Back 1

Yes under the UCC a merchants firm offer is irrevocable WITHOUT consideration

Front 2

Does the UCC differ from the common law on the proposal of additional terms to a contract

Back 2

Yes proposal of additional terms does not constitute rejection, terms may become part of the contract per battle of the forms rule

Front 3

Does the UCC differ from the common law on the issue of consideration for contract modifications

Back 3

Yes under the UCC modifications sought in good faith are binding without consideration

Front 4

Does the UCC differ from the common law on the issue of substantial performance

Back 4

Yes the UCC rule on performance is the perfect tender rule with exceptions

Front 5

Under article 2 of the UCC how are goods defined

Back 5

The UCC article 2 defines goods as all things that are moveable when they are identified under the contract

Front 6

Does UCC ARTICLE 2 apply to the sale of Realty or intangibles

Back 6

No

Front 7

Do goods associated with Realty fall under article 2

Back 7

Goods associated with Realty for example timber minerals structures to be removed fall under article 2 if severance is to be made by the seller.

Front 8

Do growing crops fall under article 2

Back 8

Yes regardless of who severs the growing crops

Front 9

Do fixtures and other things that can be removed from the land without material harm to the land fall within article 2

Back 9

Yes

Front 10

are things other than goods generally governed by the common law of contracts

Back 10

Yes

Front 11

How does article two define a merchant

Back 11

One who regularly deals in goods of the kind sold or who otherwise by his profession holds himself out as having special knowledge or skills as to the practices or goods involved

Front 12

When article 2 refers to general business practices can almost anyone in business be deemed a merchant

Back 12

Yes, But some article two provisions are narrower and require a person to be a merchant with respect to goods of the kind involved in the subject transaction

Front 13

What is the article 2 good faith requirement

Back 13

Article 2 requires all parties to act in good faith with honesty in fact and observance of reasonable commercial standards of fair deal

Front 14

Does article 2 distinguish merchants from other buyers and sellers on the issue of the statute of frauds

Back 14

Yes article 2 distinguishes merchants from other buyers and sellers on the issue of the statute of frauds with its merchants confirmatory memo

Front 15

Does article 2 distinguish merchants from other buyers and sellers on the issue of the statute of frauds

Back 15

Yes article two distinguishes merchants from other buyers and sellers on the issue of the statute of frauds with its merchants confirmatory memo

Front 16

Does article two distinguish merchants from other buyers and sellers on the issue of the merchants firm offer

Back 16

Yes no consideration required for the merchants firm offer

Front 17

Does article two distinguish merchants from other buyers and sellers on the issue of the statute of frauds

Back 17

Yes article to distinguishes merchants from other buyers and sellers on the issue of the statute of frauds with its merchants confirmatory memo

Front 18

Does article to distinguish merchants from other buyers and sellers on the issue of the merchants firm offer

Back 18

Yes no consideration required for the merchants firm offer

Front 19

Does article two distinguish merchants from other buyers and sellers on the issue of additional terms and acceptance or confirmation

Back 19

Yes article two distinguishes merchants from other buyers and sellers on the issue of additional terms and acceptance or confirmation due to its battle of the forms rule for merchants

Front 20

Does article two distinguish merchants from other buyers and sellers on the issue of agreements excluding modification except by signed writing

Back 20

Yes article two distinguishes merchants from other buyers and sellers on the issue of agreement excluding modification except by signed writing when it requires a form supplied by a merchant

Front 21

Does article two distinguish merchants from other buyers and sellers on the issue of of implied warranty against Infringement

Back 21

Yes

Front 22

Does article two distinguish merchants from other buyers and sellers on the issue of disclaimer of implied warranty of merchantability

Back 22

Yes

Front 23

Does article two distinguish merchants from other buyers and sellers on the issue of entrusting goods to a merchant and her transfer rights

Back 23

Yes article two distinguishes merchants from other buyers and sellers on the issue of entrusting goods to a merchant which gives her power to transfer rights to a buyer in the ordinary course of business

Front 24

Does article two distinguish merchants from other buyers and sellers on the issue of risk of loss in the absence of breach in non-carrier cases

Back 24

Yes article two distinguishes merchants from other buyers and sellers on the issue of risk of loss in the absence of breach in non-carrier cases which ) risk of loss) passes on the buyers receipt if the seller is a merchant otherwise on tender of delivery

Front 25

Under the UCC how can a contract for the sale of goods be made

Back 25

A contract for sale of goods may be made in any manner sufficient to show agreement

Front 26

Under the UCC what is the merchants firm offer rule

Back 26

A written offer signed by a merchant giving assurances that it will be held open will be irrevocable without consideration for the stated time period, or for a reasonable time if no time period is expressly stated. the period of irrevocability may not exceed three months

Front 27

What are the methods of agreement acceptance under the UCC

Back 27

An offer is construed as inviting acceptance in any reasonable manner and by any reasonable medium.

Front 28

Under the UCC is an offer to buy goods for current shipment construed as inviting acceptance either by a promise to ship or by prompt shipment of conforming or non-conforming goods

Back 28

Yes

Front 29

Does the UCC embrace the common law mirror image rule for acceptance

Back 29

No the UCC has abandoned the common law mirror image rule for acceptance. Any acceptance or written confirmation that shows an intention to contract is effective.

Front 30

How does the UCC deal with terms in the acceptance that are different from the offered terms

Back 30

Whether terms in the acceptance that are different from or in addition to the offered terms will be included in the contract depends on whether both parties are merchants

Front 31

If one of the parties is a non-merchant how does the contract deal with the additional terms

Back 31

If one of the parties is a non-merchant the contract will include only the terms of the offer

Front 32

If both of the parties are merchants how are additional terms handled

Back 32

If both of the parties are merchants additional terms automatically become part of the contract unless they **materially alter the original contract,

**the offer expressly limits acceptance to the offers terms,

**or the offeror objects within a reasonable time

Front 33

Under the UCC rule is an acceptance with additional terms still in acceptance and is a contract formed

Back 33

Yes and this changes the common law rule. if the offer is for some thing other than the sale of goods for example land, an acceptance proposing additional terms is a rejection and a counter offer a new contract is formed

Front 34

When there is an acceptance containing different terms do the different terms in the acceptance become part of the contract

Back 34

There’s a split of authority some court treat different terms like additional terms and they use the rule to determine whether those terms should become part of the contract other courts follow the knockout rule

Front 35

What is the knockout rule

Back 35

Conflicting terms of the offer and acceptance are knocked out of the contract and the terms instead are provided by the uniform commercial code

Front 36

Can an offeror object in advance to addition Of new or inconsistent terms by the offeree

Back 36

Yes but if the offeree’s response proposes additional terms anyway and states that the response is not an acceptance unless the offeror confirms those new terms no contract is formed

Front 37

What happens if despite this conflict the parties proceed to act as if they have a contract

Back 37

Then there is a contract consisting of the terms on which the writings agree and any supplementary terms are supplied by the uniform commercial code

Front 38

Does the fact that one or more terms even including price is left open prevent the formation of a contract

Back 38

No the formation of a contract is not prevented if the parties intended such and there is a reasonable basis for giving a remedy. The court can supply reasonable terms that are missing

Front 39

What is the one term that is essential that a Court cannot supply

Back 39

Quantity. quantity term must be included to create a sales contract

Front 40

Do outputs or requirements contracts satisfy the quantity requirement

Back 40

Yes contracts for a sellers output or a buyers requirements satisfy the quantity requirement because the terms usually can be determined objectively

Front 41

When is the sale by auction complete

Back 41

A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in another customary manner

Front 42

When is the sale by auction complete

Back 42

I’ll sell by auction is complete when the auctioneer so announces by the fall of the hammer or in another customary manner

Front 43

What does it mean when an auction is with reserve

Back 43

The goods may be withdrawn at any time before the auctioneer announces they are sold

Front 44

When is an auction without reserve

Back 44

When the auctioneer cannot withdraw the goods at any time before the auctioneer announces they are sold

Front 45

Does the statute of frauds apply to the uniform commercial code

Back 45

Yes contract for the sale of goods at a price of $500 or more including any modifications or not enforceable unless there is some writing that is signed by the party to be charged.

Front 46

What does party to be charged mean

Back 46

The party being sued

Front 47

Is the writing sufficient even though it omits or incorrectly states a term

Back 47

Yes such a writing is sufficient but a quantity must be stated because the contract is not enforceable beyond the quantity shown in the writing

Front 48

What is the merchants confirmatory memo rule

Back 48

In contracts between merchants, if one party within a reasonable time after an oral understanding has been reached sends a written confirmation thereof to the other party, that will bind the sender

Front 49

If a written confirmation after an oral agreement is sent will the recipient be bound as well

Back 49

The recipient will be bound as well if he had reason to know of the confirmations contents, unless he objects to its contents in writing within 10 days after it is received received

Front 50

On the exam do you need to look carefully for a writing signed by the party to be charged in order for the statute of frauds to be satisfied

Back 50

Yes because often the facts will show that only one party signed the memo. Check first to see if the signature is of the party who you need to hold liable. If not consider the merchants confirmatory memo. Be sure also that the contract is between merchants, if not the rule does not apply in the signature of one party cannot buy and the other

Front 51

When is a writing not required???

Back 51

If the goods are specially made for the buyer and not suitable for sale to others in the ordinary course of the sellers business and the seller has **started making **them or **committed for their **procurement, if the

**party admits in his pleading or court testimony that a contract was made,

**or if the contract is performed and the goods are either received, accepted or paid for

Front 52

What’s the acronym for remembering when the writing is not required

Back 52

SAP

**Specially made**Admission in court **Performance

Front 53

Will a Court refuse to enforce a contract if it was unconscionable

Back 53

Yes the court may refuse to enforce the contract or limit it to avoid unconscionable results the test for Unconscionability is whether at the time of the execution the contract one of its provisions could result in unfair a surprise and was oppressive to a disadvantage to party

Front 54

Can a contract under the UCC be modified without consideration

Back 54

Yes and this is a diversion from the common law a rule

Front 55

Under the UCC are contract modifications sought in good faith binding without consideration

Back 55

Yes under the UCC contract modifications in good faith ARE binding without consideration but contract modification must meet the statute of frauds requirement if the contract as modified is within the statute

Front 56

Is a provision that a written contract cannot be modified or rescinded except by a signed writing valid and binding on the parties

Back 56

Yes

Front 57

What can constitute a waiver of the writing requirement

Back 57

An invalid oral modification that violates the statute of frauds can serve as a **waiver of a party’s right to enforce the contract as written if one of the parties **relied to her detriment on the modification

Front 58

Generally can a person having the benefit of a condition under a contract indicate by words or conduct that he will waive that condition

Back 58

And consideration is not required for a valid waiver of condition. With exceptions

Front 59

Can a person having the benefit of a condition under an INSTALLMENT contract waive it by words or conduct WITHOUT CONSIDERATION?

Back 59

Sometimes no. The beneficiary of the waived condition in an installment contract may insist on strict compliance with the terms of the contract for *future installments*assuming there has been no detrimental reliance on the waiver, by giving notice he is revoking the waiver

Front 60

By operation of law if a contract requires for its performance particular goods identified when the contract is made and while risk is still with the seller before risk passes to the buyer if the goods are destroyed or damaged without the fault of either party is the contract avoided?

Back 60

Yes

Front 61

For damaged goods may the buyer elect to take the goods with a reduction in price

Back 61

Yes

Front 62

If the goods are destroyed or damaged after risk of loss has passed to the buyer will the buyer bear the loss

Back 62

Yes

Front 63

What happens if there was a failure of the agreed-upon method of transportation for the goods

Back 63

If the delivery facilities become unavailable or commercially impractical, any commercially reasonable transportation MUST be tendered and MUST be accepted

Front 64

How can a contract be discharged under the doctrine of impracticability under the uniform commercial code

Back 64

A seller will be discharged if at the time the parties made their contract a basic assumption of both parties was that a certain circumstance that would make performance extremely difficult and burdensome would not occur in the circumstance does occur,The seller is discharged only to the extent of the impracticability

Front 65

If an event just makes performance more expensive so just adding to shipping costs will the seller be discharged

Back 65

No

Front 66

What types of events are sufficient for discharge

Back 66

Unforeseen wars embargoes and natural catastrophes will usually be sufficient if they make it extremely difficult for the seller to obtain or convert raw materials

Front 67

Does the unforeseen circumstance have to have been unforeseen at the time the contract was made in order for performance under the contract to be excused

Back 67

Yes

Front 68

Does a partial inability to perform due to (for example )shortage of goods excuse performance performance

Back 68

No, the seller must allocate the available supply among his customers

Front 69

What is the parole evidence rule

Back 69

The terms of a contract set forth in the confirmatory memorandum of the parties or in a writing intended as a final expression of the parties agreement cannot be contradicted by evidence of any prior agreement or contemporaneous oral agreement. Such terms may be explained or supplemented by **consistent additional terms, **course of dealing, **usage of the trade or business, **or course of performance.

Front 70

What is the sellers obligation of tender and delivery

Back 70

This depends on how the goods are to be delivered

Front 71

What is the sellers obligation if there is a non-carrier contract

Back 71

If the parties did not intend for the goods to be moved by a carrier, the seller must put the conforming goods at the buyers disposition for a time sufficient for the buyer to take possession.

Front 72

If there is a non-carrier contract in the absence of agreement what is the place of delivery

Back 72

The police of delivery is the sellers place of business or if he has non-his residence

Front 73

If the parties intend that a carrier be used to move the goods what is the sellers obligation

Back 73

The seller may be obligated to deliver the goods for shipment or to deliver them to a particular destination

Front 74

What is a shipment contract

Back 74

In the shipment contract the seller has not agreed to tender the goods at a particular destination and need not see that the goods reach the buyer. he’s only required to put the goods in the hands of a carrier

Front 75

What does it mean that in a shipment contract the seller is only required to put the goods in the hands of a carrier

Back 75

The seller must make a reasonable contact for the shipment of the goods promptly tender required documents, and promptly notify the buyer of the shipment

Front 76

What happens if the seller fails to make a **contract for shipment** or fails to **notify**the buyer

Back 76

The buyer has grounds for rejection only if a **material loss or delay**occurs as a result

Front 77

What is a destination contract

Back 77

The seller has agreed to deliver the goods to a destination

Front 78

Under a destination contract is a seller required to see that the goods reach the buyer

Back 78

Yes

Front 79

Under a destination contract is a seller required to see that the goods reach the buyer

Back 79

Yes

Front 80

Under a Destination contract is the seller required to put and hold conforming goods at the buyers disposition for a time sufficient for the buyer to take possession of the goods at the destinations specify

Back 80

Yes

Front 81

Does the term FAS apply to shipment or destination contracts

Back 81

Yes

Front 82

What does FOB mean

Back 82

Free on board

Front 83

What does FOB mean

Back 83

Free on board. Free on board can mean the delivery point is the sellers place of shipment or the goods final destination. free on board can mean the sellers place of shipment or the goods final destination

Front 84

What does FAS mean

Back 84

Free along side. The seller must deliver the goods along side the vessel in the manner usual in the port of delivery or on a dock designated by the buyer and obtain and tender a receipt for the goods

Front 85

Does the term FOB apply to either shipment or destination contracts

Back 85

Yes

Front 86

When does risk of loss shift from the seller to the buyer in a non-carrier contract

Back 86

If the if buyer and seller are merchants the risk of loss shifts when the buyer takes possession

Front 87

In the carrier contract when does risk of loss shift from the seller to the buyer In a shipment contract

Back 87

When the goods are delivered to the shipper

Front 88

If the seller is not a merchant in a non-carrier contract when does the risk of loss shift from the seller to the buyer

Back 88

When the seller tenders delivery

Front 89

In non-carrier cases what are the terms of payment

Back 89

Unless the contract provides otherwise a sale is for cash and the price is due concurrently with tender of delivery.

Front 90

When goods are shipped by carrier when is payment due

Back 90

The price is due only at the time and place at which the buyer receives the goods

Front 91

Is tender of payment by check sufficient

Back 91

Yes payment by check is sufficient unless the seller demands legal tender and gives the buyer the time reasonably necessary to get cash. When payment is by check , payment is not final until the check is honored

Front 92

In an installment contract can the seller demand payment for each installment

Back 92

If the price can be apportioned that way the seller can demand payment for each installment unless a contrary intent appears

Front 93

What is the buyers right of inspection

Back 93

Unless the contract provides otherwise the buyer has a right to inspect the goods before she pays except if the goods are sent cost on delivery or against documents that indicate the buyer has promised to pay without inspection

Front 94

What does identification of goods mean

Back 94

Identification is a designation of specific goods as the ones to be delivered under the contract of sale

Front 95

What does identification of goods mean

Back 95

Identification is a designation of specific goods as the ones to be delivered under the contract of sale

Front 96

Does identification of the goods to the contract give the buyer an insurable interest in the goods

Back 96

Yes identification of the goods to the contract gives the buyer and *+insurable interest **in the goods and in certain circumstances the right to get the goods from the seller and +*the right to sue third parties for injury to them

Front 97

When does identification of the goods to the contract take place

Back 97

Identification takes place at the time the contract is made if it calls for specific and ascertained goods currently existing

Front 98

If the sale is for unborn animals or crops when does identification take place

Back 98

If the sale is for unborn animals or crops to be harvested within 12 months or the next harvest season, identification takes place when the young or conceived or when the crops are planted

Front 99

Except for specific ascertained and existing goods or crops and unborn animals when does identification of other goods take place

Back 99

Identification takes place when the goods or shipped, marked, or otherwise designated by the seller as the goods to pass under the contract

Front 100

Can the buyer procure insurance covering identified goods before the risk of their loss has passed to her

Back 100

Yes, the SELLER also has an insurable interest in the goods as long as he has title to or the security interest in them

Front 101

In a non- carrier case if the seller is a merchant when does risk of loss pass to the buyer

Back 101

Loss passes to the buyer only upon the buyer taking physical possession of the goods in a non-carrier case

Front 102

If the seller is not a merchant when does risk of loss pass to the buyer in a non-carrier case

Back 102

If the seller is not a merchant risk of loss passes to the buyer upon tender of delivery in other words when the seller has goods ready for the buyer to pick up at the time and place specified in the contract

Front 103

In a shipment contract when the seller is to ship the goods by carrier but not required to tender delivery at a particular destinations when does risk of loss pass to the buyer

Back 103

Risk of loss passes to the buyer when the goods are duly delivered to the carrier.

Front 104

And a destination contract when the seller must tinder delivery of the goods at a particular destinations when does the risk of loss pass to the buyer

Back 104

Risk of loss passes to the buyer when the goods or tendered to the buyer at the destination

Front 105

What happens if defective goods are delivered

Back 105

If the goods are so defective that the buyer has a right to reject them, the risk of loss does not pass to her until the defects are cured unless she excepts the goods in spite of their defects

Front 106

What happens if defective goods are delivered

Back 106

If the goods are so defective that the buyer has a right to reject them, the risk of loss does not pass to her until the defects or cured or she excepts the goods in spite of their defects

Front 107

What is the effect of breach on risk of loss if the buyer rightfully revokes acceptance

Back 107

If the buyer rightfully revokes acceptance the risk of loss is treated as having rested on the seller from the beginning for any losses not covered by the buyers insurance

Front 108

Where the seller has identified **conforming goods**to the contract and the buyer repudiates or otherwise breaches the contract before risk passes to her under the contract what happens

Back 108

Any loss occurring with in a commercially reasonable time after the seller learns of the breach falls on the buyer to the extent of any deficiency in the sellers insurance coverage

Front 109

What is a sale or return contract

Back 109

The buyer takes goods for resale but may return them if he is unable to sell them

Front 110

For purposes of risk of loss how is the sale or return contract treated

Back 110

It’s treated as an ordinary sale but if the goods are returned to the seller the risk remains on the buyer while the goods are in transit

Hint 110

The goods are subject to the claims of buyers creditors while in the buyers possession

Front 111

What is the sale on approval contract

Back 111

The buyer takes goods for use but may return them **even if they conform **to the contract

Front 112

What is the sale on approval contract

Back 112

The buyer takes goods for a trial period for use but may return them **even if they conform **to the contract

Front 113

For purposes of risk of loss how is the sale on approval contract handled

Back 113

The risk of loss does not pass to the buyer until he accepts or fails to return the goods. if the buyer decides to return the goods return is at the sellers risk

Hint 113

On sale on approval goods are not subject to claims of buyers creditors until acceptance

Front 114

When does title pass between seller and buyer

Back 114

In the absence of agreement title passes when the seller completes his performance with respect to physical delivery of the goods

Front 115

When does title pass between seller and buyer

Back 115

In the absence of agreement title passes when the seller completes his performance with respect to physical delivery of the goods

Front 116

Does title control risk or the sellers right to the sale price or the buyers right to the goods

Back 116

No title is not a central concept under the uniform commercial code and has little or nothing to do with the rights and remedies of the parties to a sales contract the UCC replaced title with identification, insurable interest, and risk of loss

Front 117

Is an answer choice in a sale of goods situation under the uniform commercial code the wrong answer

Back 117

It’s the wrong answer

Front 118

Does acceptance of goods occur when the buyer after reasonable opportunity to inspect the goods indicates to the seller that they conform or she will keep them in spite of non-conformance

Back 118

Yes acceptance has occurred

Front 119

Has acceptance occurred if the buyer fails to reject the goods within a reasonable time after tender or delivery of the goods or fails to seasonably notify the seller of her rejection

Back 119

Yes acceptance has occurred

Front 120

Has acceptance occurred if the buyer does anything inconsistent with the sellers ownership

Back 120

Yes acceptance has occurred

Front 121

What are the buyers rights when goods that do not conform to the contract or tendered to a buyer

Back 121

The buyer can either keep the goods and sue for damages or under some circumstances reject the goods and either cancel the contract or Sue

Front 122

And a single delivery contract when all goods or to be delivered at once if the goods or the tender fail to conform what is the buyers remedy

Back 122

The buyer may reject all, except all, oh except any commercial units and reject the rest

Front 123

Can the buyer reject the goods if the seller Failed to make a reasonable contract with a carrier or failed to notify the buyer that the goods I had been shipped

Back 123

The buyer can only reject if material loss or delay results

Front 124

What is the buyers right of rejection and installment contracts

Back 124

The buyer can reject an installment only if the non-conformity substantially impairs the value of that installment and cannot be cured. The whole contract is Breached if the non-conformity substantially impairs the value of the entire contract contract

Front 125

What are the formal requirements for rejection

Back 125

Rejection must be

**within a reasonable time

**the buyer must seasonably notify the seller

**the buyer must state the particular ascertainable defect so that the seller can attempt to cure

Front 126

If the buyer fails to state that the goods have a particular defect ascertainable by a reasonable inspection can he rely on that defect to justify rejection

Back 126

No and he may not be able to show the sellers breach if the seller could have cured the defect if he’d been told about it or in contracts between merchant and seller, Seller made a request in writing for a full and final written statement of all defects upon which the buyer proposes to rely

Front 127

What is the buyers responsibility for goods after rejection

Back 127

After rejection of goods in her physical possession, buyer has an obligation to hold them with reasonable care at the sellers disposition for a time sufficient to permit the seller to remove them or give instructions as to what to do

Front 128

What is the buyers responsibility for goods after rejection

Back 128

After rejection of goods in her physical possession, buyer has an obligation to hold them with reasonable care at the sellers disposition for a time sufficient to permit the seller to remove them or give instructions as to what to do

Front 129

What happens if the seller gives no instructions within a reasonable time after notification of rejection

Back 129

The buyer may re-ship the goods to the seller, store them for the sellers account, or resell them for the sellers account.

Front 130

What is the buyers responsibility for goods after rejection

Back 130

After rejection of goods in her physical possession, buyer has an obligation to hold them with reasonable care at the sellers disposition for a time sufficient to permit the seller to remove them or give instructions as to what to do

Front 131

What happens if the seller gives no instructions within a reasonable time after notification of rejection

Back 131

The buyer may re-ship the goods to the seller, store them for the sellers account, or resell them for the sellers account.

Front 132

Does the buyer have a security interest in rejected goods in her possession for any part of the price already paid and for expenses reasonably incurred in connection with the rejection

Back 132

Yes for example storage

Front 133

How may the seller cure his performance after a buyer has rejected goods because of defects

Back 133

By giving reasonable notice of intention to cure, by making a new tender of conforming goods which the buyer must accept

Front 134

How may the seller cure his performance after a buyer has rejected goods because of defects

Back 134

By giving reasonable notice of intention to cure, by making a new tender of conforming goods which the buyer must accept

Front 135

Is there any circumstance in which the seller can cure the non-conforming shipment beyond the original contract time

Back 135

Yes if the seller sends the buyer nonconforming goods that he reasonably believes will be acceptable to the buyer but the buyer rejects, the seller will get a reasonable time to cure even though the original time for performance has passed

Front 136

Can a defective shipment in an installment contract be rejected if the defect can be cured

Back 136

No

Front 137

Under what conditions can a buyer revoke her acceptance of goods

Back 137

If the defect **substantially impairs the value of the goods and she accepted them on the **reasonable belief that the defect would be cured and it has not been or she accepted the goods because of the **difficulty of discovering defects or because of the **sellers assurance that the goods conformed to the contract

Front 138

How late in the process can revocation of acceptance occur

Back 138

Revocation of acceptance must occur within a reasonable time after the buyer discovers or should have discovered the defect and before any substantial change in the goods not caused by their own defects.

Hint 138

A proper revocation of acceptance has the same effect as rejection

Front 139

What happens if the seller has failed to deliver identified goods that the buyer has already paid for

Back 139

The buyer may replevy identified, undelivered goods from the seller if the buyer has tendered full payment or made at least part payment and either the seller becomes insolvent within 10 days after receiving buyers first payment, or the goods were purchased for personal family or household purposes in other cases the buyer may replevin the goods from the seller if the buyer is unable to secure substitute goods

Front 140

When will the court order a specific performance

Back 140

Where the goods are unique even if not identified to the contract

Front 141

What’s the measure of damages when the seller does not deliver or the buyer properly rejects or revokes acceptance

Back 141

The measure of damages is the difference between the contract price and either the market price or the cost of buying replacement goods. In either case buyer is entitled to incidental and consequential damages less expenses saved as a result of the sellers breach

Front 142

What are incidental damages

Back 142

Incidental (actual) damages are reasonable expenses incurred by one party to a contract as a result of the other party’s breach of the contract. These expenses may be awarded in a civil lawsuit in addition to the award of compensatory damages. To explore this concept, consider the following incidental damages definition.

Front 143

What’s the measure of damages if the buyer accepts goods That breach one of the warranty is that the seller is under

Back 143

The buyer may recover as damages the difference between the value of the goods delivered and the value they would’ve had if they had conformed to the contract plus incidental and consequential damages

Front 144

What are consequential damages

Back 144

Consequential damages go beyond the contract itself and into the actions that arise from the failure to fulfill. The type of claim giving rise to the damages can affect the rules or calculations associated with a given type of damages, including consequential damages. For example, consequential damages are a potential TYPE OF EXPECTATION damages which arise in contract law. When a contract is breached, the recognized remedy for an owner is recovery of damages that result directly from the breach.Wikipedia

Front 145

What is the sellers remedy if a buyer fails to make a payment due on or before delivery

Back 145

The seller can withhold delivery of the goods

Front 146

When a seller learns that the buyer has received a delivery of goods on credit while insolvent what can seller do

Back 146

Seller can reclaim the goods up on demand made within 10 days after the buyers receipt of the goods

Front 147

Can seller stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer is insolvent

Back 147

Yes, the seller may stop delivery of carload, truckload, or larger shipments of goods when the buyer breaches the contract or when the seller has a right to withhold performance pending receipt of assurances

Front 148

Under what conditions does the seller have a right to force goods on a buyer and recover the full price

Back 148

only if the seller is unable to resell the goods to others at a reasonable price or if the goods have been lost or damaged within a reasonable time after the risk of loss passed to the buyer

Front 149

How many measures of damages are available for sellers when the buyer wrongfully repudiates refuses to except conforming good

Back 149

There are three: recover the difference between the market price and the contract price, resell the goods and recover the difference between the contract price and the resale price, or if applicable recover under lost profits the difference between the list price and the cost to the seller.

Front 150

Is the lost profits measure only available when other measures will not put the seller in as good a position as he would’ve been if the buyer had not breached

Back 150

It’s only available if the other two measures don’t work and remember lost profits damages are available to LOST VOLUME SELLERS when the seller supply of goods is unlimited

Front 151

What do the sellers incidental damages include

Back 151

Cost of storage cost of shipping cost of reselling the goods as a result of buyers breach

Front 152

Is the right to demand assurances available to both buyer and seller

Back 152

Yes

Front 153

What is the right to demand assurances

Back 153

If reasonable grounds for insecurity arise with respect to the performance of either party the other May in writing demand adequate assurance of Due Performance

Front 154

What may the party demanding assurances do until he receives adequate assurances

Back 154

He may suspend his own performance.

Front 155

If proper assurances are not given within a reasonable time after a request in writing can the party seeking assurances treat the contract as repudiated?

Back 155

Yes and the reasonable time is not more than 30 days

Front 156

Where the other parties words actions or circumstances make it clear that he is unwilling or unable to perform what can the aggrieved party do

Back 156

Await performance for a commercially reasonable amount of time, resort to any remedy for breach even though he has urged the other party to perform, or suspend his own performance

Hint 156

Note that this requires a clear indication of anticipatory repudiation well the right to demand assurances arises out of the party’s nervousness

Front 157

Under what conditions can a repudiating party withdraw his repudiation

Back 157

A repudiating party May at any time before his next performance is due **withdraw his repudiation unless the other party has **canceled, **materially changed position in reliance of the repudiation, or otherwise **indicated that he considers the repudiation final

Front 158

Is there a right to sue third parties dealing with goods identified to a contract for sale

Back 158

Yes if the third party’s conduct has injured a party to the contract for example a negligent bailee, the seller may Sue if he has title or a security interest in the goods. The buyer may Sue if the goods have been identified to the contract

Front 159

May the parties liquidate damages at any amount that is reasonable

Back 159

Yes in other words specified in the contract what damages will be in case of breach Unreasonably large liquidated damages are considered penalties and void

Front 160

What is the statute of limitations for actions for breach of the sales contract

Back 160

Four years from the time of breach

Front 161

What are the uniform commercial code for types of warranties

Back 161

Warranty of title, against infringement, implied warranty of merchantability, implied warranty of fitness for a particular purpose, and express warranties

Front 162

What is the warranty of title

Back 162

Any seller of goods impliedly warrants that the title transferred is good, the transfer is rightful, and there are no liens or encumbrances against title of which the buyer is aware at the time of contractor

Front 163

What is the warranty against infringement

Back 163

A merchant seller dealing in goods of the kind sold warrants that the goods are delivered free of any patent, trademark, copyright, or similar claims. But a buyer who furniture specifications for the goods to the seller must hold the seller harmless against such a claims

Think though of the collaborative nature of writing computer code and how easy someone’s genius gets mixed up with someone else’s genius-/ sharing someone else’s coding .. and then there’s infringement

Note that in an age of technological advancements where the Blackberry was a standard communication device 15 years ago, and now extinct, the warranty against infringement which was very forward thinking in its day might soon need a facelift- at least the disclaimers. The notion of selling some cutting edge software as- is with all faults because there could be glitches in the program verges on the absurd

Front 164

What is the implied warranty of merchantability

Back 164

Every sale by a merchant who deals in goods of the kind has an implied warranty that the goods are merchantable. most important test is whether the goods are of average quality and fit for the ordinary purposes for which such goods are sold.

Hint 164

It makes no difference that the seller himself did not know of the defect or that he could not have discovered it

Front 165

What is the implied warranty of merchantability

Back 165

Every sale by a merchant who deals and go to the kind soul has an implied warranty that the goods are merchantable most important test as whether the goods are fit for the ordinary purposes for which such goods are sold.

Hint 165

It makes no difference that the seller himself did not know of the defect or that he could not have discovered it

Front 166

Is serving food or drink for consumption on the premises a sale that is subject to a warranty of merchantability

Back 166

Yes

Front 167

What is the implied warranty a fitness for a particular purpose

Back 167

implied warranty fitness fitness for a particular purpose applies When any seller MERCHANT OR NOT has a reason to know the particular purpose for which the goods are to be used and that the buyer is relying on the sellers skill and judgment to select suitable goods.

Front 168

What is an express warranty

Back 168

Any affirmation of fact or promise made by the seller to the buyer, any description of the goods, and any sample or model creates an express warranty if the statement description, or sample, or model is part of the basis of the bargain and the buyer could’ve relied on it

Front 169

How are express warranties disclaimed

Back 169

The code requires the language limiting express warranties be read consistently with the warranty until the extent there is an inconsistency the disclaimer is not given affect it is extremely difficult to negate an express warranty

Front 170

How Is the implied warranty of merchantability disclaimed

Back 170

The warranty of merchantability may be specifically disclaimed by mentioning Merchantability and if there’s a disclaimer is in writing it must be conspicuous

AS IS WITH ALL FAULTS

Front 171

How was the implied warranty of fitness for a particular purpose disclaimed

Back 171

Via conspicuous writing. The writing does not have to mention fitness for a particular purpose. Are both merchantability and fitness warranties can be disclaimed with a riding that uses the words as is or with all faults

Front 172

How was the implied warranty of fitness for a particular purpose disclaimed

Back 172

Via conspicuous writing. The writing does not have to mention fitness for a particular purpose. Are both merchantability and fitness warranties can be disclaimed with a riding that uses the words as is or with all faults

Front 173

Can the warranties of merchantability and fitness for a particular purpose be disclaimed with inspection that would reveal defects, or course of dealing, course of performance, or usage of trade

Back 173

Yes

Front 174

Will disclaimers also be tested by conscionability standards in other words lack of bargaining power.

Back 174

Yes

Front 175

What is the rule of the federal consumer product warranties law

Back 175

If a consumer product manufacturer or marketer issues of full written warranty, implied warranties cannot be disclaimed. If the written warranty is described as a limited warranty implied warranties cannot be disclaimed or modified but they may be limited to the duration of the written warranty

Hint 175

This is the Magnuson Moss act

Front 176

How are limitations on damages for breach of warranty judged

Back 176

Breach of warranty damages are judged with an unconscionability test. Consequential damages may be limited where loss is commercial, but not in the case of consumer goods where damage can be personal injury. Breach of warranty damages can be liquidated but only based on reasonableness

Front 177

Does the sellers warranty extend to any natural person who’s in the family or household of the buyer or who has a guest in her home if it’s reasonable to expect that such person will consume will be affected by the goods and suffers personal injury because of a breach

Back 177

Yes and seller cannot escape the effect of this by contract in other words he can’t provide that his warranties extend only to the buyer

Front 178

Do states have a strict liability Theory in tort to make a manufacturer or seller of goods liable for injuries to persons or property caused by sale of defective goods

Back 178

Yes

Front 179

Does the strict liability in tort Theory allow a purchaser to recover from all sellers in the distributive chain without regard to privity of contract

Back 179

Yes

Front 180

Does the strict liability in tort Theory allow a purchaser to recover from all sellers in the distributive chain without regard to privity of contract

Back 180

Yes

Front 181

Does the strict liability in torts theory allow an injured person who is not a purchaser to recover from the same parties

Back 181

Yes

Front 182

Does the strict liability in tort Theory allow a purchaser to recover from all sellers in the distributive chain without regard to privity of contract

Back 182

Yes

Front 183

Does the strict liability in torts theory allow an injured person who is not a purchaser to recover from All sellers and the distributive chain

Back 183

Yes

Front 184

What is entrustment

Back 184

Entrusting goods to a merchant who deals in goods of that kind gives the merchant the power to transfer all rights of the entruster to a buyer in the ordinary course of business

Hint 184

Think of a jeweler who gets a watch for repair and sells it to a third-party. The owner of that watch can only recover from the jeweler

Front 185

What are the requirements of entrustment

Back 185

The requirements are very specific the merchant must be one who ordinarily deals in goods of the kind. The sale must be in the ordinary course of business in other words seizure by a creditor to satisfy a lien does not qualify. And entrustment passes only the rights of the entruster Soooo if the interest is not the owners ownership can’t pass

Front 186

What is the rule of voidable title in a fraudulent sale

Back 186

Oh if the sale is induced by fraud, the seller can resend the sale and recover the goods with exception

Front 187

What is the rule of voidable title in a fraudulent sale

Back 187

If the sale is induced by fraud, the seller can rescind the sale and recover the goods with exception

Front 188

What is the exception to the rule of voidable title in a fraudulent sale

Back 188

The defrauded seller to a good faith purchaser for value may not recover the goods from a good faith purchaser for value. The good faith purchaser for value cuts off the defrauded sellers rights even though the seller was deceived as to the identity of the buyer, the delivery was in exchange for a check later dishonored, the sale was a cash sale, or the fraudulent conduct of the buyer is punishable as larceny

Front 189

Can a thief pass good title of stolen goods

Back 189

No

Front 190

Kind of thief pass good title of stolen goods

Back 190

No

Front 191

Can a true owner recover stolen goods from a buyer

Back 191

Yes. If a thief steals goods from a true owner and sells them to a buyer, the thief is unable to pass good title to the buyer because the thieves title is void Even if the buyer is a good faith purchaser for value with exceptions

Front 192

What’s the exception to the rule that a thief cannot pass good title to a buyer

Back 192

A thief can pass good title if the goods are money, if the goods are negotiable instruments that were transferred to a holder in due course, if the buyer has made assumptions in other words valuable improvements to the goods, or if the true owner is a estopped from asserting title because the true owner expressly or impliedly represented that the thief had title

Front 193

If the seller retains possession of sold goods is it conclusively fraudulent house against the sellers creditors unless the sale is evidenced by a written bill of sale?

Back 193

Yes it’s conclusively fraudulent and the sellers creditors can reach the goods while they are in the sellers hands.

Hint 193

But retention of possession in good faith and current course of trade via merchant seller for a commercially reasonable time it’s not fraudulent

Front 194

Does a buyer have the right to get goods from the seller even though the title has not passed

Back 194

Yes this right apparently exists as against the sellers creditors unless the fraudulent possession rules prevent it

Front 195

Does a buyer have the right to get goods from the seller even though the title has not passed

Back 195

Yes this right apparently exists as against the sellers creditors unless the fraudulent possession rules prevent it

Front 196

If a buyer takes goods for resale and has a right to return them on sale or return if they’re not sold are the goods subject to the claims of the buyers creditors while they’re in his possession

Back 196

Yes

Front 197

When a seller tries to retain or reserve title of goods notwithstanding shipment or delivery to the buyer what is the practical results of that

Back 197

All the seller of the goods can return is a reservation of a security interest

Front 198

Is the principal in the first degree the person who actually does the killing

Back 198

Yes

Front 199

Is an aider or or abetter under Virginia law punishable as if a principal in the first degree

Back 199

Yes

Front 200

Is an accessory before the fact one who is not present at the commission of a crime but who encouraged and sided or aided it’s commission with the knowledge of the intern to the principal punishable as a principal in the first degree p-1

Back 200

Yes

Front 201

Can trials on separate charges be ordered because of the potential for the creation of spill over prejudice because the jury make include the defendant is guilty of one of the crimes simply because they’ve come to believe he’s guilty of the other crimes

Back 201

Yes

Front 202

Compare the way the UCC treats transactions involving the sale of goods when both parties are merchants as supposed to when one party as a merchant and one is not

Back 202

The effect of different or additional terms depends on whether the parties are merchants. If either party is not a merchant, any additional or different terms are deemed suggestions for addition and do not become part of the contract. If both parties are merchants, the additional terms become a part of the contract, unless:

they materially alter the contract,

acceptance is conditioned on the specific terms of the offer, or

the offeror specifically rejects the additional or different terms.

Front 203

What are the reasons why I know contractors formed if both parties are merchants and there are additional terms

Back 203

If both parties are merchants, the additional terms become a part of the contract, unless:

they materially alter the contract,

acceptance is conditioned on the specific terms of the offer, or

the offeror specifically rejects the additional or different terms.

Front 204

If quantity is stated incorrectly on the merchants confirmatory memo what happens

Back 204

contract for the sale of goods for a price of $500 or more generally requires a writing to evidence that the agreement actually took place. The writing will be sufficient even if it omits terms or incorrectly states terms, but if quantity is incorrectly stated then the contract will only be enforceable as to the quantity stated. As a general point, it should be noted that quantity is an essential term under the UCC.

Front 205

What is the rule on specially manufactured goods

Back 205

If goods are to be specially manufactured for the buyer and are not suitable for sale to others by the seller in the ordinary course of business, the contract is enforceable even without a writing but only if the seller has made a substantial beginning in the manufacturer of the goods or commits for their purchase prior to the buyer repudiating.

Front 206

All the grounds to file a petition in detinue

Back 206

http://law.lis.virginia.gov/vacode/8.01-534/

Grounds of action for pretrial levy or seizure of attachment.

A. It shall be sufficient ground for an action for pretrial levy or seizure or an attachment that the principal defendant or one of the principal defendants:

1. Is a foreign corporation, or is not a resident of this Commonwealth, and has estate or has debts owing to such defendant within the county or city in which the attachment is, or that such defendant being a nonresident of this Commonwealth, is entitled to the benefit of any lien, legal or equitable, on property, real or personal, within the county or city in which the attachment is. The word "estate," as herein used, includes all rights or interests of a pecuniary nature which can be protected, enforced, or proceeded against in courts of law or equity;

2. Is removing or is about to remove himself out of this Commonwealth with intent to change his domicile;

3. Intends to remove, or is removing, or has removed the specific property sued for, or his own estate, or the proceeds of the sale of his property, or a material part of such estate or proceeds, out of this Commonwealth so that there will probably not be therein effects of such debtor sufficient to satisfy the claim when judgment is obtained therefor should only the ordinary process of law be used to obtain the judgment;

4. Is converting, is about to convert or has converted his property of whatever kind, or some part thereof, into money, securities or evidences of debt with intent to hinder, delay, or defraud his creditors;

5. Has assigned or disposed of or is about to assign or dispose of his estate, or some part thereof, with intent to hinder, delay or defraud his creditors;

6. Has absconded or is about to abscond or has concealed or is about to conceal himself or his property to the injury of his creditors, or is a fugitive from justice.

The intent mentioned in subdivisions 4 and 5 above may be stated either in the alternative or conjunctive.

B. It shall be sufficient ground for an action for pretrial levy or seizure or an attachment if the specific personal property sought to be levied or seized:

1. Will be sold, removed, secreted or otherwise disposed of by the defendant, in violation of an obligation to the plaintiff, so as not to be forthcoming to answer the final judgment of the court respecting the same; or

2. Will be destroyed, or materially damaged or injured if permitted to remain in the possession of the principal defendant or one of the principal defendants or other person or persons claiming under them.

C. In an action for rent, it also shall be a sufficient ground if there is an immediate danger that the property subject to the landlord's lien f

When property to be taken by officer; summary of evidence, affidavits and report to be filed.

A. A proceeding in detinue to recover personal property unlawfully withheld from the plaintiff may be brought on a warrant or motion for judgment if pretrial seizure is not sought at the time of filing.

A petition in detinue for pretrial seizure pursuant to this article may be filed either to commence the detinue proceeding or may be filed during the pendency of a detinue proceeding which commenced on a warrant or motion for judgment. If a petition is filed, it shall:

1. Describe the kind, quantity and estimated fair market value of the specific personal property as to which plaintiff seeks possession;

2. Describe the basis of the plaintiff's claim of entitlement to recover the property, with such certainty as will give the adverse party reasonable notice of the true nature of the claim and the particulars thereof and, if based on a contract to secure the payment of money, the amount due on such contract; and

3. Allege one or more of the grounds mentioned in § 8.01-534 and set forth specific facts in support of such allegation. Further, if a petition is filed, a judge, or a magistrate appointed pursuant to Article 3 (§ 19.2-33 et seq.) of Chapter 3 of Title 19.2, may issue an order or other process directed to the sheriff or other proper officer, as the case may be, commanding him to seize the property for the recovery of which such action or warrant is brought, or a specified portion thereof, and deliver same to the plaintiff pendente lite under the circumstances hereinafter set forth.

B. The judge or the magistrate may issue such an order or other process in accordance with the prayer of the petition after an ex parte review of the petition only upon a determination that: (i) the petition conforms with subsection A and (ii) there is reasonable cause to believe that the grounds for detinue seizure described in the petition exist. The plaintiff praying for an order shall, at the time that he files his petition, pay the proper costs, fees and taxes, and in the event of his failure to do so, the order shall not be issued.

C. The judge or magistrate, as the case may be, may receive evidence only in the form of a sworn petition which shall be filed with the papers in the cause.

D. The order commanding the seizure of property shall be issued and served together with the form for requesting a hearing on a claim of exemption from seizure as provided in § 8.01-546.1. The order shall be issued and returned as provided in § 8.01-541 and may be issued or executed on any day, including a Saturday, Sunday or other legal holiday. Service shall be in accordance with the methods described in § 8.01-487.1. The provisions of § 8.01-546.2 shall govern claims for exem