Term
| To what type of contract does the UCC apply? |
|
Definition
| UCC 2-102. Scope. The UCC applies to transactions for the sale of goods. |
|
|
Term
| How does the UCC define GOODS? |
|
Definition
| UCC 2-105(1). Definition of Goods. Goods are all things "movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities and things in action." |
|
|
Term
| How does the UCC distinguish between goods and minerals? |
|
Definition
| UCC 2-107(1). Distinguishing Between Goods and Real Property. Minerals. A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from realty is a contract for sale of goods if they are to be severed by the seller. |
|
|
Term
| How does the UCC distinguish between goods and growing crops? |
|
Definition
| UCC 2-107(2). Distinguishing Between Goods and Real Property. Growing Crops. A contract for the sale of growing crops or timber is a contract for sale of goods if they are to be severed by the buyer or the seller. |
|
|
Term
| How does the UCC define MERCHANTS? |
|
Definition
| UCC 2-104(1). Definition of Merchant. A merchant is a person who deals in goods of the kind or holds himself out as having knowledge or skill peculiar to the practice of goods involved. |
|
|
Term
| How do you determine whether common law or the UCC apply to a "mixed contract?" |
|
Definition
| The majority of jurisdictions apply the "Bonebrake Predominant Purpose" test: Is the objective of the buyer mainly for goods with labor incidentally involved (UCC), or a rendition of service with goods incidentally involved (common law)? |
|
|
Term
| What is required for the formation of a contract? |
|
Definition
| Any contact requires mutual assent. This ordinarily appears as an offer from a party followed by and acceptance from another (OFFER, ACCEPTANCE and CONSIDERATION). |
|
|
Term
|
Definition
| A contract is a promise or set of promises for the breach of which the law gives a remedy, or for the performance of which the law in some way recognizes a duty. |
|
|
Term
|
Definition
| An offer is a manifestation of willingness to enter into a bargain, so made as to justify another in understanding that his assent is invited and, if given, will conclude the bargain. |
|
|
Term
| UCC 2-204. Formation in General |
|
Definition
| A contract for the sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract, even though the moment of its making is undetermined. |
|
|
Term
| UCC 1-203. Obligation of Good Faith |
|
Definition
| Every contract or duty imposes an obligation of good faith in its performance or enforcement.
*Note: This is regardless of whether it is explicitly or implicitly implied. Any breach of this "covenant of good faith dealing" is a breach of contract. |
|
|
Term
| How is it determined whether an OFFER was intended? |
|
Definition
| Objective Standard: Would a reasonable person in the offeree's position believe an offer to enter into a contract has been made? |
|
|
Term
| Under the common law what is necessary to satisfy "sufficient certainty?" |
|
Definition
| The terms of the contract must provide a basis for determining the existence of a breach and for giving and appropriate remedy. |
|
|
Term
| Under the UCC what is necessary to satisfy "sufficient certainty?" |
|
Definition
| In a contract for the sale of goods, an offer must expressly or impliedly identify, at minimum, the parties, the goods, and the quantity. |
|
|
Term
| If there is a dispute concerning a matter on which the contract contains no express provision, the court are directed by... |
|
Definition
| The Hierarchy of Implied Terms under UCC 2-208
1) Express terms of the contract;
2) Course of performance (current contract prior to dispute;
and UCC 1-205
3) Course of dealing (earlier dealings between parties); and
4) Usage of Trade (customary practices) |
|
|
Term
|
Definition
| When terms are not expressed in a contract for goods, they provide terms through various UCC rules. |
|
|
Term
| Gap Filler: UCC 2-305. Open Price Term. |
|
Definition
| If price is left out, it is a reasonable price set by some standard on delivery. |
|
|
Term
| Gap Filler: UCC 2-307. Delivery in Single Lot or Several Lots. |
|
Definition
| Unless otherwise agreed all goods must be tendered in a single delivery and payment is due on such tender. |
|
|
Term
| Gap Filler: UCC 2-308. Place of Delivery. |
|
Definition
| If not specified, then no delivery; purchaser must pick up at place of business. |
|
|
Term
| Gap Filler: UCC 2-309. Time of Delivery. |
|
Definition
| If not stated, then any reasonable time. |
|
|
Term
| Gap Filler: UCC 2-309. Absent of Time Provisions. |
|
Definition
| Due at time and place when goods are received. |
|
|
Term
| §4: How a Promise May Be Made. |
|
Definition
| A promise may be stated in words, either oral or written, or may be inferred wholly or party from conduct. |
|
|
