Contract II Review-UCC

10 Multiple Choice Questions see written paper Statue of Frauds over 500 dollars must be in writing o it has to have quantity o must be signed

4/27/2011 5:24:00 AM

intent to authenticate against the person who is being sued

exceptions o output and requirement contracts o specially manufactured god no outside value to anyone else and can identify it o admissions is only valid if it is some sort of testimony or pleading not valid if admitting in street hold to amount that you admit too o part performance if accepted goods, then obviously meant to buy them hold to accepted value o partially paid hold to the amount that you paid for o merchants must read their mail rule if you dont need to show that someone is a merchant in your essay, dont need to bring it up matters here if there are two merchants although the writing is not signed by the person thats being sued, we have a writing that does satisfy the sof with the merchants signature who is suing if not rejected within 10 days, we can use that to satisfy the statute of frauds ex: casino with the flamingo on the cards, no one else will buy it

Anticipatory Repudiation if you have some reason to believe that the other party will not perform, but it is not clear and unequivocal o have a statutory right for adequate assurance, if reasonable believer that they will not perform not to exceed 30 days o can suspend performance

o can sue on the contract o can immediately mitigate damages if accept improper delivery or if you pay o this does not matter or affect your retraction of that waiver o 2-610 can you retract an anticipatory repudiation like common law o yes unless other party retracts considers repudiation as final another.

retraction reinstates repudiation rights o if you suffer damages but they retract, you can still can get damages if you allow them to retract o common law: retract and reinstate, you dont get damages Acceptance of Goods single delivery v. installment delivery o if accepted the shipment, how to determine acceptance? 2-606 after reasonable time of inspection buyer says accept non conforming or failure to object: reasonable inspection time expired therefore assent by silence 2-601 can reject goods that you have not accepted 2-608 st 1 argue not accepting goods (2-601 perfect tender) then can show that revocation of acceptance based on indeterminate facts polly

an act inconsistent with sellers ownership beans act inconsistent with seller's ownership in false pretenses o 2-601 Perfect Tender Rule if have not accepted under 2-606, then if the goods fail in any respect you can reject all accept all; or accept any commercial unit or units know the definition of a commercial unit o 2-105 and talks about the purpose

from the sellers point of view by the crate, bottle, truck load

exceptions the law does not notice small defects 2-508-not absolute when the seller has the right to cure o if the time of performance has not expired yet and the seller seasonably notifies the buyer and can cure within the contract time making a conforming delivery o surprise rejection rule seller can cure if he seasonable notifies the buyer and .listen to recording

can use the shaken faith doctrine under single delivery and installment contracts installment contracts o dont talk about 2-601 or 2-608 o use 2-612: can use the statute definition in essay o one shipment with can give 50 now and later look at intent intent here was one shipment o buyer may reject any installment do not talk about 2-606 2-612: if that installment was nonconforming and substantially impairs that installment and cannot be cured, the seller has the right to cure as long as the seller gives adequate assurance of its cure o automatically get the right to cure do not talk about 2-508 depends on the facts o if that nonconformity is so great that it breaches the entire contract, the contract can be canceled building machine supplying all parts a part that only you can give me, and you cannot supply i can cancel the whole contract if you lost the part, you still have to pay for the part but can still cancel the contract

2-602 manner and effect of rightful rejection reasonable time after delivery and buyer must seasonably notify the seller listen to recording Part Performance Less than substantially performance= quasi contractual recovery Modification of K v. Waiver of Condition Listen to recording assent between the two parties=agreement no consideration to be binding

if teh original contract is subject to sof, then modification is subject to sof waifer is unilateral relinquishment of a known right o does not have to be in writing Damages: 1-606 Buyers remedies o Did we reject o accept o or not deliver goods liquidated damages is same under ucc and common law o if it is not reasonable it is void limitation of liability o security alarm case, limited liability to 300 dollars o if unconscionable, don't enforce 2-711 o listen to recording o buyer accepts non-conforming goods 2-714 and 2-717 o 2-714 if you accept non conforming goods what the buyer promised what the buyer got 50,000 beans that we used, although used and accepted by inconsistent act of sellers ownership, what got was nothing because it hurt the business so damages should be 100,000 dollars

look at it subjectively Consequential damages: 2-715 o Seller must have reason to know and could not be reasonable prevented by cover

o if injury to person or property car blowing up in garage, do not need to have reason to know No tender by the seller or proper rejection by the buyer o 2-716 can ask for specific performance if no beans anywhere else in the world expect this one seller unique item: Andy Warhol painting right to replevin if the seller still has those goods after you could not find cover, non conforming goods o 2-712 o 2-713 good faith reasonable time reasonable purchase listen to recording measure of damages when no cover is available only if seller still has the goods

Sellers Remedies o 2-709 action for the price seller is suing the buyer to pay on the contract get the price of goods accepted if the buyer accepts goods, they must pay for them conforming goods lost or damaged after the risk of loss has passed to the buyer shipping contracts 2-319-f.o.b. seller's place-not seller's problem o carrier fails to deliver buyer and buyer must pay because risk of loss has passed to the buyer o shipment contract f.o.b. buyers place o risk on seller harris statute

white elephant goods

no body else wants it, cannot sell it to anyone else, reasonable efforts

can force the sale and pay for the statute perishable goods risk of loss passed to the buyer when the goods went bad non-conforming goods do not pass with risk unless seller attempts to cure. damages at the agreed upon price incidental

o 2-708 if seller cannot enforce the price contract price-market price at the time and place for tender o lost volume sellers case with the scales operating at 40% capacity and buyer breached seller could have made both sales therefore the seller could get lost damages from the first sale Honda v. Lamborghini

4 hours, Monday 8:30 am

25 questions-40% 60% essay

4/27/2011 5:24:00 AM

4/27/2011 5:24:00 AM