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2-204 – Formation in General

2-205 – Firm Offers

2-206 – Offer and acceptance in formation of contract

2-207Additional terms in acceptance or confirmation

2-313 Express Warranties by affirmation, promise, description, sample

2-314 Implied warranty: merchantability; usage of trade

2-315 Implied warranty: fitness for particular purpose

2-316 Exclusion or modification of warranties

2-719 Contractual modification or limitation of remedy

2-208 Course of performance or Practical Construction

2-601 Buyer’s rights on improper delivery

2-508 Cure by Seller of improper tender or delivery; Replacement

2-612 “Installement Contract”; Breach

2-504 Shipment by Seller

2-718 Liquidation or Limitation of Damages

2-602 Merchant Buyer’s Duties as to Rightfully Rejected Goods

2-605 Waiver of Buyer’s Objections by Failure to Particularize

2-606 What Constitutes Acceptance of Goods

2-607 Effect of Acceptance – buyer must pay at the contract rate for any
goods accepted


• 2-313 (breach of express warranty)

• 2-314 (goods of the kind) implied merchantability

• 2-315 (fitness for particular purpose)

• 2-601 – can reject non-conforming goods or the tender of delivery

o standard of performance or non-performance is perfection

o anything less than the standard is a breach

o Seller has the burden of proof at the rejection stage

o Perfect Tender Rule

• 2-602 – must give notice of rejection promptly

• 2-508 – exception to 2-601 – right to cure and fix the non-conforming good

• 2-719 – limitation of remedies –exception to perfect tender rule

• 2-718 – liquidation of damages – exception to perfect tender rule

• Installment contract is an exception to the perfect tender rule because

when you are dealing with the ongoing relationship of the contracting parties
—each one has a certain amount of leverage—there must be substantial
impairment for breach

• 2-504 – shipment contracts – exception to perfect tender rule – because

there must be a material delay in breach

• Dominimus Rule – exception to perfect tender rule

• 2-711 Buyers remedied in general; Buyer’s security interest in rejected


list of damages tells us what we can do

2-608 Revocation of Acceptance in Whole or in Part


• 2-509 – risk of loss in the absence of breach

2-510 – risk of loss when there is breach

2-305 Open price term

2-309 Absence of Specific Time Provisions; Notice of Termination

2-308 Absence of Specifed Place for Delivery

if no delivery specified it goes to sellers places of business

2-311 Options and Cooperation Respecting Performance

2-209 Modification, Rescission and Waiver

1-203 Lease Distinguishsed from Security Interest


2-328 Sale by Auction







2-709 in certain limited sitatuations, seller may be entitled to full contract price of goods

2-710 seller is entitlted to incid damages

2-711 agreed buyer can look at shopping list and choose remedy in vent of sellers breach

Shopping list for buyers

2-712 buyer can seek a reasonable substitute, and
if those goods cost more the agreed buyer can get
the difference in price plus incidental and
consquential damages

2-713 buyer can choose to get diff between K price and market price plus poss of incidental and
consquential damages

2-714(2) when goods have been accepted buyer can get diff had they been promised by the seller
and value of what they turned out to be plus cons damages and incid

2-715(1) incidental damages for agreed buyer