Wgu Business Law For Accountants - Chpt 16

Front 1

The passing of title (evidence of ownership rights) from the seller to the buyer for a price is called...

Back 1

SALE

Front 2

A test courts use to determine whether a contract is primarily for the sale of goods or for the sale of services is called...

Back 2

PREDOMINANT-FACTOR TEST

Front 3

A person who transfers the right to the possession and use of goods to another in exchange for rental payments is called...

Back 3

the LESSOR

Front 4

A person who acquires the right to the possession and use of another’s goods in exchange for rental payments.

Back 4

the LESSEE

Front 5

Within a specified time period. If no period is specified, within a reasonable time.

Back 5

SEASONABLY

Front 6

An agreement in which a seller agrees to sell and a buyer agrees to buy all or up to a stated amount of what the seller produces.

Back 6

OUTPUT CONTRACT

Front 7

A term that originally meant “oral evidence,” but that has come to refer to any negotiations or agreements made prior to a contract or any contemporaneous oral agreements made by the parties.

Back 7

PAROL EVIDENCE

Front 8

A common law rule that requires, for a valid contractual agreement, that the terms of the offeree’s acceptance adhere exactly to the terms of the offeror’s offer.

Back 8

MIRROR IMAGE RULE

Front 9

A clause in a contract designating the law (such as the law of a particular state or nation) that will govern the contract.

Back 9

CHOICE-OF-LAW CLAUSE

Front 10

Prior conduct between parties to a contract that establishes a common basis for their understanding.

Back 10

COURSE OF DEALING

Front 11

A contract for the sale of goods under which the ownership of goods is transferred from a seller to a buyer for a price.

Back 11

SALES CONTRACTS

Front 12

Generally, the value given in return for a promise or a performance. The __________ , which must be present to make the contract legally binding, must be something of legally sufficient value and bargained for

Back 12

CONSIDERATION

Front 13

A meeting of two or more minds in regard to the terms of a contract; usually broken down into two events—an offer by one party to form a contract, and an acceptance of the offer by the person to whom the offer is made

Back 13

AGREEMENT

Front 14

For a valid contract to exist, the purpose of the contract must be legal. A contract to steal a car, for example, is void from the outset and thus unenforceable.

Back 14

LEGALLY

Front 15

The legal ability to enter into contracts. The threshold mental capacity required by law for a party who enters into a contract to be bound by that contract.

Back 15

CONTRACTUAL CAPACITY

Front 16

Property that is incapable of being apprehended by the senses (such as by sight or touch); intellectual property is an example of _______ property.

Back 16

INTANGIBLE PROPERTY

Front 17

Property that has physical existence and can be distinguished by the senses of touch, sight, and so on. A car is ________ property, for example.

Back 17

TANGIBLE PROPERTY

Front 18

In regard to the lease of goods, an agreement in which one person (the lessor) agrees to transfer the right to the possession and use of property to another person (the lessee) in exchange for rental payments.

Back 18

LEASE AGREEMENT

Front 19

A person who is engaged in the purchase and sale of goods. Under the Uniform Commercial Code, a person who deals in goods of the kind involved in the sales contract.

Back 19

MERCHANT

Front 20

A written contract that constitutes the final expression of the parties’ agreement. If a contract is ________ , evidence extraneous to the contract that contradicts or alters the meaning of the contract in any way is inadmissible.

Back 20

FULLY INTEGRATED CONTRACT

Front 21

An agreement in which a buyer agrees to purchase and the seller agrees to sell all or up to a stated amount of what the buyer needs or requires.

Back 21

REQUIREMENTS CONTRACT

Front 22

The conduct that occurs under the terms of a particular agreement; such conduct indicates what the parties to an agreement intended it to mean.

Back 22

COURSE OF PERFORMANCE

Front 23

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.

Back 23

USAGE OF TRADE

Front 24

The provision in Article VI of the Constitution that provides that the Constitution, laws, and treaties of the United States are “the supreme Law of the Land.” Under this clause, state and local laws that directly conflict with federal law will be rendered invalid.

Back 24

SUPREMACY CLAUSE

Front 25

A contract or clause that is void on the basis of public policy because one party, as a result of his or her disproportionate bargaining power, is forced to accept terms that are unfairly burdensome and that unfairly benefit the dominating party.

Back 25

UNCONSCIONABLE CONTRACT

Front 26

A clause in a contract designating the official language by which the contract will be interpreted in the event of a future disagreement over the contract’s terms.

Back 26

CHOICE-OF-LANGUAGE CLAUSE

Front 27

A contract that results when an offer can only be accepted by the offeree’s performance.

Back 27

UNILATERAL CONTRACT

Front 28

A provision in a contract stipulating that certain unforeseen events—such as war, political upheavals, acts of God, or other events—will excuse a party from liability for nonperformance of contractual obligations. 21

Back 28

FORCE MAJEURE CLAUSE

Front 29

A provision in a contract designating the court, jurisdiction, or tribunal that will decide any disputes arising under the contract.

Back 29

FORUM-SELECTION CLAUSE

Front 30

A framework of rules to deal with all aspects of commercial sales transactions.

Back 30

The Uniform Commercial Code (UCC)

Front 31

The UCC has been adopted by....

Back 31

All of the states in whole or in part

Front 32

What article of the UCC governs the contracts for the sale of goods?

Back 32

Article 2

Front 33

The UCC attempts to provide a consistent and integrated framework of rules to deal with all phases ____________ in a commercial sales transaction from start to finish.

Back 33

ORDINARILY ARISING

Front 34

Real property (real estate), services, or intangible property such as stocks/bonds are governed by what law or code?

Back 34

COMMON LAW

Front 35

General contract law/common law controls what?

Back 35

NONSALES CONTRACTS (Contracts outside the UCC, primarily contracts for services and real estate)

Front 36

In order for the rules contained in the UCC to apply to a contract for the sale of goods, the goods must....

Back 36

BE TANGIBLE (have physical existence)

Front 37

In contracts that involve both the sale of goods and services, once a court decides that such a contract is primarily a goods contract, any dispute, even over the services portion, will be decided under the UCC...T/F?

Back 37

TRUE

Front 38

A person who deals in goods of the kind involved in the sales contract...

Back 38

A MERCHANT

Front 39

The following elements comprise what: 1) a lessor who regularly engages in the business of leasing/selling 2) a lessee (except an organization) who leases the goods primarily for personal use and 3) total lease payments are less than $25,000....

Back 39

A CONSUMER LEASE

Front 40

The UCC states that a sales or lease contract will not fail for indefiniteness (it will be valid) even if one or more terms are left open as long as both of the following are true...

Back 40

A) THE PARTIES INTENDTED TO MAKE A CONTRACT and B) THERE IS A REASONABLY CERTAIN BASIS FOR THE COURT TO GRANT AN APPROPRIATE REMEDY

Front 41

The three most common open terms for which the UCC provides numerous provisions to fill the gaps in a contract are:

Back 41

1) OPEN PRICE TERMS, OPEN PAYMENT TERMS, AND OPEN DELIVERY TERMS

Front 42

Between Contract Law and Sales Law, which one allows for open terms if parties intended to form a contract? (however the contract is not enforceable beyond the quantity term)

Back 42

SALES LAW (Contract Law must contain all material terms)

Front 43

What are the situations when additional terms between merchants do not become part of a contract?

Back 43

1) THE ORIGINAL OFFER EXPRESSLY LIMITED ACCEPTANCE TO ITS TERMS 2) THE NEW OR CHANGED TERMS MATERIALLY ALTER THE CONTRACT 3) THE OFFEROR OBJECTS TO THE NEW/CHANGED TERMS WITHIN A REASONABLE PERIOD OF TIME

Front 44

The UCC provides rules of construction for interpreting contracts, when a court considers a contract's construction unreasonable, the UCC's order of priority is...

Back 44

EXPRESS TERMS, COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE

Front 45

Sales contracts between parties residing the in United States and foreign countries are typically governed by the...

Back 45

UNITED NATIONS CONVENTION ON CONTRACTS FOR INTERNATIONAL SALE OF GOODS (CISG)

Front 46

The United Nations Convention on Contracts for the International Sale of Goods (CISG) was created in ________

Back 46

1980

Front 47

As of 2013, seventy eight countries have become signatories on (accepted) this agreement...

Back 47

The CISG

Front 48

Name the 4 major differences between the CISG and the UCC

Back 48

MIRROR IMAGE RULE, IRREVOCABLE OFFERS, STATUE OF FRAUDS, AND TIME OF CONTRACT FORMATION

Front 49

The CISG provides that an offer is irrevocable if:

Back 49

A) THE OFFEROR STATES ORALLY THAT THE OFFER IS IRREVOCABLE AND B) THE OFFEREE REASONABLY RELIES ON THE OFFER AS BEING IRREVOCABLE

Front 50

Name the three items that are typically included in a contract for the international sale of goods:

Back 50

1) CHOICE-OF-LANGUAGE CLAUSE; 2) CHOICE-OF-LAW CLAUSE; 3) FORUM-SELECTION CLAUSE