REVOCATION OF ACCEPTANCE

(a) Grounds for revocation.--The buyer may revoke his

acceptance of a lot or commercial unit whose nonconformity
substantially impairs its value to him if he has accepted it:
(1) on the reasonable assumption that its nonconformity would
be cured and it has not been seasonably cured; or
(2) without discovery of such nonconformity if his acceptance
was reasonably induced either by the difficulty of discovery
before acceptance or by the assurances of the seller.
(b) Time and notice of revocation.--Revocation of acceptance
must occur within a reasonable time after the buyer discovers
or should have discovered the ground for it and before any
substantial change in condition of the goods which is not
caused by their own defects. It is not effective until the buyer
notifies the seller of it.
(c) Rights and duties of revoking buyer.--A buyer who so
revokes has the same rights and duties with regard to the
goods involved as if he had rejected them.
REVOCATION OPERATES AS REJECTION

Upon a valid rejection the buyer is relieved of the duty to pay

for the goods
(a) General rule.--Subject to any security interest in the buyer
(section 2711(c)), when the seller has no agent or place of
business at the market of rejection a merchant buyer is under
a duty after rejection of goods in his possession or control to
follow any reasonable instructions received from the seller with
respect to the goods and in the absence of such instructions to
make reasonable efforts to sell them for the account of the
seller if they are perishable or threaten to decline in value
speedily. Instructions are not reasonable if on demand
indemnity for expense is not forthcoming.

(b) Reimbursement for expenses and commission.--When the

buyer sells goods under subsection (a), he is entitled to
reimbursement from the seller or out of the proceeds for
reasonable expenses of caring for and selling them, and if the
expenses include no selling commission then to such
commission as is usual in the trade or if there is none to a
reasonable sum not exceeding 10% on the gross proceeds.
(c) Good faith conduct.--In complying with this section the
buyer is held only to good faith and good faith conduct under
this section is neither acceptance nor conversion nor the basis
of an action for damages.
CONTINUTY OF ENTERPRISE THEORY-ASSET SALE

-when a company sells or transfers all of its assets to another

company, the purchasing or receiving company is not
responsible for the debts and liabilities of the selling company
simply because it acquired the sellers property.
EXCEPTIONS: (

1) the purchaser expressly or implicitly agreed to assume

liability,
(2) the transaction amounted to a consolidation or merger,
(3) the purchasing corporation was merely a continuation of
the selling corporation,
(4) the transaction was fraudulently entered into to escape
liability, or (5) the transfer was without adequate consideration
and no provisions were made for creditors of the selling
corporation.
RECOVERY DAMAGES DUE TO BREACH

a) Where the buyer has accepted goods and given notification

(Section 2607(c)) he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of
events from the breach of the seller as determined in any
manner which is reasonable.

(b) The measure of damages for breach of warranty is the

difference at the time and place of acceptance between the
value of the goods accepted and the value they would have
had if they had been as warranted, unless special
circumstances show proximate damages of a different amount.
(c) In a proper case any incidental and consequential damages
under Section 2715 may also be recovered.
SATISFACTIONObjective- whether a reasonable person would be

satisfied regardless of whether the promisor was actually

satisfied. The objective standard is commonly used when the
matter involves commercial value, mechanical utility or
operative fitness.
Subjective- personal satisfaction
PAROLE EVIDENCE RULE
Written Agreement- is intended by the parties to encompass
the entire understanding between the parties, then evidence of
prior or contemporaneous expressions to vary or contradict the
writing are barred by the parol evidence rule in the absence of
fraud, accident or mistake.
ACCEPTANCE OF AN AWARD-

an offer to award a prize in a contest will result in an

enforceable contract if the offer is properly accepted by
rendering the requested performance prior to revocation
ANTICIPATORY REPUDIATION

(a) a statement by the obligor to the obligee indicating that the

obligor will commit a breach that would of itself give the
obligee a claim for damages for total breach under Section
243, or
(b) a voluntary affirmative act which renders the obligor unable
or apparently unable to perform without such a breach.

An anticipatory repudiation discharges the non-breaching

partys duties under the contract.
DUTY TO MITIGATE

When the injured party fails to make reasonable efforts to

mitigate his losses, the amount recoverable must be reduced
by the amount of loss which could have been avoided by the
damaged partys reasonable efforts to avoid them.
When mitigation of damages is appropriate, the test to be
applied to the injured partys conduct is whether the action or
inaction taken in response to the breach was reasonable.
EXPRESS WARRANTIES

Express warranties by the seller are created as follows:

(1) Any affirmation of fact or promise made by the seller to the
buyer which relates to the goods and becomes part of the
basis of the bargain creates an express warranty that the
goods shall conform to the affirmation or promise.
***
(b) Formal words or specific intent unnecessary.It is not
necessary to the creation of an express warranty that the seller
use formal words such as warrant or guarantee or that he
have a specific intention to make a warranty, but an
affirmation merely of the value of the goods or a statement
purporting to be merely the opinion of the seller or
commendation of the goods does not create a warranty.
IMPLIED WARRANTIES
ImpliedWarrantyofMerchantability

Goods to be merchantable must be at least such as:

(1) pass without objection in the trade under the contract

description;
***
(3) are fit for the ordinary purposes for which such goods are
used;
ACCEPTANCE/CONFIRMATION/ADDITIONAL TERMS

-Merchant- persons who deals in goods

-Additional terms will become part of the contract unless it
materially alters it.

(a) GENERAL RULE.A definite and seasonable expression of

acceptance or a written confirmation which is sent within a
reasonable time operates as an acceptance even though it
states terms additional to or different from those offered or
agreed upon, unless acceptance is expressly made conditional
on assent to the additional or different terms.
(b) EFFECT ON CONTRACT.The additional terms are to be
construed as proposals for addition to the contract. Between
merchants such terms become part of the contract unless:
(1) the offer expressly limits acceptance to the terms of the
offer;
(2) they materially alter it; or
(3) notification of objection to them has already been given or
is given within a reasonable time after notice of them is
received.
RISK OF LOSS

-when goods suffer casualty without fault of either party before the risk
of loss passes to the buyer, the contract is avoided
BREACH OF EXPRESS WARRANTY

seller of goods can create an express warranty by [a]ny

affirmation of fact or promise made by the seller to the buyer
which relates to the goods and becomes part of the basis of
the bargain.
-Was statement a part of the basic bargain?