UCC 1-103

UCC 1-201 (10)

"Conspicuous" terms means that the term is so apparant that a reasonable person must have noticed it.

a) Cannot be smaller than surrounding text

b) To be conspicuous must have a different font, boldness or symbol to make the term easily identifyable

UCC 1-201 (20)

"Good Faith" means that a person acts honestly in fact and follows reaosnable commercial standards for fair dealing...

UCC 1-205

Reasonable Time; Seasonableness

a) Time for taking action under the UCC is reasonable

depending on the nature, purpose and circumstances

of the action (Contract?)

b) Action is taken seasonably if it is taken within

time agreed OR taken within a reasonable time

if no time is agreed.

UCC 1-303 (a)

A "Course of Performance" is a sequence of conduct between the actors and the transaction IF

1) the agreement involves repeated instances of performance by an actor

2) the other party accepts the performace or does not object to it, WITHknowledge and the opportunity to object

UCC 1-303 (b)

"Course of Dealing" is a sequence of conduct between the parties prior to the contract that establishes the basis of understanding to interpret the parties' current conduct.

UCC 1-303 (c)

"Usage of Trade" is a regular industry practice that is so common that it should be observed with respect to the transaction in question.

(The existence and scope of the usage must be proved by facts)

If established, the interpretation of the record is an interpretation of Law.

UCC 1-303 (d)

Based on the prior CoP, CoD or UoT, particular meaning may be given to certain terms of the agreement and may supplement or qualify its terms.

UoT in the location of the performance may also pertain to the significance of the performance as well.

UCC 1-303 (e)

The express terms of an agreement must be construed whenever reasonable and consistent with each other. IF they are INCONSISTENT:

1) Express terms prevail over CoP, CoD and UoT

2) CoP prevails over CoD and UoT

3) CoD Prevails over UoT

UCC 1-303 (f)

CoP is relevant to show a waiver or modification of any term inconsistent with the CoP

(Subect to UCC 2-209)

UCC 1-304

All contracts must be performed in Good Faith

Failure to perform in Good Faith constitutes either a BREACH  OR Makes a Remedial Right Unavailable under certain circumstances.

UCC 1-305

Remedies to Be Liberally Administered

a) Remedies may only be used to place the aggrieved party in as good a position as if the other party had fully performed the K, but neither special, consequential or penal damages may be given unless granted by the terms of the UCC

UCC 2-103

Definitions

"Buyer" Person who buys or contracts to by goods

"Good Faith" Honest and observance of reasonable fair dealings.

"Receipt" of goods means taking physical possesion of them.

"Seller" Person who sells or contracts to sell goods.

UCC 2-104

"Merchant" Person who deals in goods and has a specific knowledge or skill in dealing particular to those goods

"Between Merchants" Any transaction where both parties are considered to have the knowledge or skill of merchants.

UCC 2-105 (1)

"Goods" = All things (including those specially manufactured) which are moveable and identifiable at the time of contract for sale EXCEPT money, investment securities and things in action.

Can include unborn young of animanls, growing crops and other identified things attaced to realty.

UCC 2-201

Statute of Frauds Requirements

1) Contracts involving sale of goods over $500 must be in writing.

2) Between merchants as long as a written confirmation of the contract is given to the party who knows of the contents of the contract, unless a written objection is given within 10 days of the confirmation's receipt.

3) A contract which doesnt satisfy (1) but is enforceable in other respects

a) Goods are specifically manufactured for the buy and cant be sold to anyone else

b) Contract for sale was made but the contract is not enforceable under this provision beyond the quantity of goods admitted

c) with respect to goods for which payment has been made and accepted or which have been received and accepted.

UCC 2-204

Formation

1) Contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a contract.

2) An agreement may be sufficient to constitute a contract even if the moment of its making is unknown

3) A contract does not fail for indefiniteness even though one or more terms are left open so long as both parties intended to make a contract and there is a reasonably certain basis for an appropriate remedy.

UCC 2-205

An offer for a merchant to buy/sell goods in signed writing that assures it will be held open is irrevocable despite lack of consideration, during the time stated or within a resonable time (if no time stated)

-Irrevocability period may not exceed 3 months

-Each term of assurance must be seperately signed by the offeror.

UCC 2-206

1) Unless specifically stated, an offer to make a contract is assumed to invite acceptance in any medium or manner reasonable in the circumstances.

b) offer to buy goods for prompt or current shipment is either accepted by promise to ship or by shipping, unless it involves non-confomring goods

2) Where perfomance is a mode of acceptance, if the offeror does not receive notice of appectance in a reasonable time, he may treat the offer as having lapsed before acceptance.

UCC 2-208

1) Where contract requires repeated performance, any course of performance accepted or acquiesed without objection shall be relevant to determine the maning of the agreement.

2) Express terms, CoP, CoD and Uot are relevant when consistent but the heirarchy is in effect when they are inconsistent.

3) Cop is relevant to show waiver of modification to any term inconsistent with such CoP

UCC 2-209 (1)

An agreement modifying a contract within this Article needs no Consideration to be binding

UCC 2-209 (5)

A party who has made a waiver affecting an executory portion of a contract may retract that waiver if they reasonable notify the other party that strict perfomance will be required of any term waiver UNLESS the retraction would be unjust in view of a material change of position in reliance of the waiver.

UCC 2-305

1) PArties can make a contract of sale even if there is no settled price. In this case, the price is a reasonable price at the time of delivery IF:

a) The price was never stated

b) Price was left to the parties to agree upon and they never agreed

c) The price is based on the terms of the market or some third party or agency

2) A price fixed by either party must be in good faith

3) If the price is never fixed because of the fault of one party, the other party may either cancel the contract or fix a reasonable price

4) If the parties intend not to be bound unless a price is agrred upon, and no price is agreed upon, there is no contract. In such a case a buyer must return any goods received or pay their reasonable value at time of delivery.

UCC 2-309 (1)

The time for shipment, delivery or performance is reasonable time if not agreed upon.

UCC 2-309 (2)

When a contract calls for an indefinte duration of succesive performances, it is valid for a reasonable time but unless otheriwse agreed, may be terminated be either party.

UCC 2-311 (1)

An agreement for Sale of Contract that is otherwise sufficiently definite is not invalid simply because the logistics of performance is determined by one of the parties.

However, all logistics must be made in good faith and within the limits of commercial reasonableness

UCC 2-607(1)

The buyer must pay the contract rate for any good accepted.

UCC 2-610

Anticipatory Repudiation

When either party denys the validy of the contract with respect to performance not yet due and thus impairs the value of the contract to the other, the aggreived party may:

a) await performance by the repudiating party for a comercailly reasonable time

b) resort to any remedy for breach, even though he notified the repudiating party that he would await performance and has urged retraction of the repudiation

c) in either case, suspend his own performance, salvage unfinished goods or proceed in accordance with the provisions of this Article on the seller's right to identify goods to the contract notwithstanding breach.

UCC 2-703

If a buyer rejects or revokes acceptance of goos or fails to make payments, or repudiates and breachs the whole contract, wth respect to the whole undelivered balance, the aggrieved seller may:

a) withold delivery

b) Stop delivery by any hereafter provided bailee

d) resell and recover dmages

e) recover damages for non acceptance

f) cancel

UCC 2-706(1)

An aggrevied seller under UCC 2-703 may resell goods in good faith and recover the difference between the resale price and the contract price along with any incidential damages but less expenses saved as a result of the buyers breach.

UCC 2-706 (6)

The Seller is not accountable to the buyer for any profit made on any resale.

UCC 2-708

1) Damages for non acceptance or repudiation by the buyer is the difference between the market price at the time and place of tender minus the unpaid contract price along with any incidental damages less expenses saved as a consequence of the buyers breach.

2) If the above measurement is inadequate to put the seller in a position in as good a position as if the contract had been performed, the measurement is the profit the seller would have received from the contract and incidental damages and due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.

UCC 2-709

UCC 2-710

UCC 2-711(1)

UCC 2-712

UCC 2-712

UCC 2-713

UCC 2-714

UCC 2-715(1)

UCC 2-715(2a)

UCC 2-716

UCC 2-717

UCC 2-718