1. use predominant test
2. sale of minerals, oil, gas, or structutes on earth to be moved are goods if the are to be severed by the seller, and governed by real estate law if severed by buyer
3. sales of growing crops or timber-always goods
4. attached but not "fixtures"-goods

offer is irrevocable for the time stated (not to exceed 3 months) if...

1. offer is made by a merchant,
2. offeror gives assurance offer will not be withdrawn, and
3. offer is in a signed writing

1. seller's delivery of conforming goods to the carrier
2. seller's prompt promise to ship (reasonable medium is authorized means of acceptance and effective upon delivery of the acceptance to authorized means)
3. seller's delivery of nonconforming goods to the carrier without notice to the buyer that nonconforming shipment is sent only as an accomodation 

• this is an acceptance and automatic breach
• if buyer is notified that it is just an accomodation, buyer can't treat the shipment of nonconforming goods as acceptance

terms are on the offeree's terms unless:

1. offeror states in his offer that acceptance must be on the offeror's terms, or
2. additional terms materially alters the contract;or,
3. offeror specifically, with notice, objects to the additional terms within a reasonable amount of time

1. needs no consideration
2. must be in writing if either original contracts or modification places it under Statute of Frauds
3. must be in good faith

record or written evidence of the oral contract removes the Statue of Frauds as a defense for the party who signs it.  must....

1. indicate sale was made,
2. be signed or authenticated, and 
3. specify the subject (including quantity if more than one)

• along with existence, goods must be identified before the title or risk of loss can pass from a seller to a buyer
• goods are identified when parties enter contract if they are in existence

1. fungible goods- those that can't be distinguished from others- not identified until they are shipped, marked, or otherwise designated for the buyer 
2. future goods- goods to be manufactured-identification occurs when shipped, marked, or otherwise designated for the buyer

• in absense of an agreement between buyer and seller, the time title and risk of loss to identified goods passes is dependent upon delivery terms of the contract
• if shipment is agreed to, title and risk pass at same time according to shipment terms
• if no shipment terms, title and risk dont necessarily pass at same time

1. title passes at the moment the contract is made
2. if seller is a merchant, risk of loss does not pass until the buyer actually gets possession
3. if seller is nonmerchant, risk of loss passes upon seller's tender of goods to the buyer

1. if document is negotiable (bills of lading, warehosue receipts, dock receipts, air bills, etc) title and risk of loss transfer upon buyer's receipt of document
2. if document is nonnegotiable, title passes upon receipt of document, risk of loss passes when buyer has had a reasonable time to present the document, receive the goods, or give directions to the bailee

1. risk of loss doesn't pass until the defects are cured or buyer accepts goods despite nonconformity (buyer doesn't hold risk of loss for nonconforming good in his possession or for their return to the seller)
2. if goods are accepted, acceptance is revoked, risk of loss goes back to the seller to the extent the buyer's insurance did not cover the basis
3. if breach due in fault of buyer and risk has not been passed, risk passes immediately to buyers for a commericially reasonable period after the seller learns of the breach but only to extent not covered by seller's insurance

• possession with the buyer subject to the condition that the buyer can restore title and risk upon the seller by a proper return of the goods
• cost of return is on the buyer
• failure to properly return finalizes a sale

• title passed to a buyer, can be recovered unless the buyer in turn passes title to a bona fide purchaser for value
• bona fide purchaser of value- purchases in good faith, without knowledge its voidable, for some value

1. express warranties
2. implied warranty of title
3. implied warranty of merchantability
4. implied warranty of fitness for a particular purpose

ex: affirmations of fact or promises of perfomance (sales puffing not included), sale by description (seller must deliver what was agreed upon), sales by sample or model (finished product must conform exactly to sample or model)

• can be oral or written
• can be in a brochures, advertisements, etc
• no need to use words like warranty or guaranty to create in express warranty
• statements of value or opinion are not express warranties

seller warrant- (a) seller has a good title and its transfer is rightful,

(b) there are (unknown by buyer) no outstanding liens, encumbrances, or security interests against the goods, and

(c) if seller is a merchant, the goods shall be delivered free from third party infringement claims

applies to food and drink to be consumed on or off the premises of the seller

2 criteria needed to create:

1. seller must be a merchant, and
2. goods are warranted to be fit for ordinary use, of proper kind-quality-quantity, properly packaged and labeled, and conform to affirmations of fact made on the container

2 criteria needed to create

1. seller must expressly or by implication known the purpose of the buyer's use of the goods and 
2. the buyer must rely on the seller's selection or reccomendation in making this purchase

1. dislaimer by custom or useage
2. disclaimer by words
3. specific disclaimers

can disclaim implied warranties by using words like;

"sold as is", "sold with all faults", or "as they stand"

• must mention word "merchantability" and,
• can be oral or in writing. (if in writing: must be conspicuous)

• if buyer actually examines the good prior to sale, then the buyer is bound for all defects foundand all defects buyer should have found
• if seller offers buyer the opportunity to examine the goods and the buyer refuses to do so, buyer is bound by all defects he should have found if he examined

1. statute of limitations: unless agreed upon for a lesser period (of atleast a year), plaintiff must file suit within 4 years of tender of delivery
2. notice of breach: failure to notify seller of the breach of warranty bars the paintiff from pursuing any remedy for such breach if buyer has accepted the goods

any tender by the seller which fails to conform in any manner (quantity or quality) allows buyer to..

1. reject entire shipment,
2. accept the entire shipment, or
3. accept any commercial unit and reject the rest

• buyer has a right to inspect (unless agreed upon in contrary) the goods at any reasonable time, place, or manner
• cost of inspection of conforming goods is on buyer; nonconforming is on seller

1. buyer must reject within a reasonable time after tender or delivery
2. rejection isn't effective until known by seller
3. specific reasons must be given. if not, buyer can't pursue remedies if seller could have cured the goods or if seller made a request in writing for a written statement of reasons.
4. if goods are perishable or threaten to rapidly decline in value: buyer must make a reasonable effort to sell goods, and is entitled to reimbursement of expenses, plus 10% sales commission
5. if seller doesn't give buyer directions, the buyer can store (and charge storage rate), reship back at seller's expense, or sell the goods 

occurs when a buyer...

1. after opportunity for buyer to inspect and says conforming, or will accept nonconforming
2. fails to reject after inspection or after reaosnable opportunity to do so
3. does an act inconsistent with seller's ownership

1. buyer was given reasonable assurance seller would cure a nonconforming shipment and cure hasn't taken place
2. seller has assured buyer that goods are conforming and it is later discovered the goods are not conforming
3. nonconformity was difficult to detect

occurs when one party repudiates the contract prior to date of performance. non-breaching party can...

1. for a commercially reasonable period, await performance, or
2. treat the breach as final and resort to remedies and suspend their own performance without liability for breach

if non-breaching party hasn't acted, breaching party can retract his repudiation 

• seller must give notice
• if a reasonable buyer would be expected to accept the nonconforming goods, but buyer rejects, with a notice of intent to cure, seller can tender conforming goods in reasonable time and buyer must accept

• if a party has "rasonable grounds" to believe thatthe other party will not perform, he can demand adequate assurance (and suspend performance without liability until request is received) from other party of due performance
• assurance must be provided within 30 days or can be treated as anticipatory breach 

1. casualty to identified goods
2. impossibility due to presupposed conditions

only applied if...

1. goods have been identified to contract at time of formation,
2. risk of loss has not passed, and
3. neither party is at fault

• if neither party is at fault, seller must notify buyer
• if seller can still partly perform, then the seller has a legal duty to allocate production remaining amoung contract and regular customers

1. withhold delivery
2. identify goods to contract
3. cancel and/or recind contract
4. resell goods
5. sure for breach of contract
6. retain buyer's deposit

1. conducted in a reasonable commercially manner (public or private)
2. notice must be given by seller to buyer (except for pershiable or rapidly declining in value goods)
3. sale must be conducted at a reasonable time and place

1. buyer is insolvent- seller (upon buyer's repudiation) can stop any quantity shipped 
2. repudiation of buyer other than insolvency- seller can only stop if quantity shipped is a carload, truckload, planeload, or larger shipment

1. if buyer received goods oncredit while insolvent, seller can reclaim the goods within 10 days of receipt by buyer (reclamation here preludes all other remedies)
2. seller can sue for purchase price

1. cancel and rescind with notice
2. cover
3. sue for breach of contract
4. specific performance
5. replevin
6. buyer's payment

buyer's remedy - sue for breach of contract

1. recover ordinary damages
2. recover for breach of warranty
3. deduction of damages from purchase price

• parties can predetermine by agreement amount of damages in case of future breach
• if reasonable and valid, parties are limited to liquidated damages stated

1. contract limitation
2. installment conract
3. statute of limitations