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Business Law T4
Ch. 19
32
Business
Undergraduate 4
12/08/2010

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Cards

Term
Article 2 of UCC
Definition

Uniform Commercial Code

Provides legal rules for contracts sellings goods/law of sales

Closely related to common law

Term
Common Law
Definition
governs other types of contracts (not sale of goods)
Term
Sale
Definition
Passing of title from the seller to the buyer for a price
Term
Gifts/leases/barter transactions
Definition

Article 2 doesnt apply to leases or gifts

It does apply to barter transactions

Term
Goods
Definition

Must be tangible (physical existence)

Must be movable

Term
Real estate as a good
Definition
Contract for structure to be severed from land by seller
Term
Real estate as real estate sale
Definition
Contract for structure or minerals to be severed by buyer
Term
Real estate as a sale of goods
Definition

growing crops or timber

anything attached to real estate that is severed without material harm to the real estate

Term
real estate sale
Definition
Land is also being sold along with anything else
Term
examples of goods
Definition

unborn animals

money treated as a commodity (rare coin)

things specifically manufactured for the buyer

Term
de filippo v. Ford
Definition
classified as goods bc items intangible had little dollar value
Term
Grossman v. Aerial Farm Service
Definition
classified as service bc method of application
Term
Systems America v. Rockwell Software
Definition
Review this case
Term
Merchants
Definition

-One who reugularly deals in goods of the kind that are involced under the particular contract in question

-One who, by his own occupation, holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction

-one who employs a merchant to act in his or her behalf in a particular transaction

Term
common thread for merchants
Definition
possession of or access to a degree of commercial expertise not found in a member of the general public
Term
Davis v. Flagstar Companies
Definition
review this case
Term
Who rules leases?
Definition
Article 2A does leases like article 2 does sales
Term
Lessee's Remedies
Definition
if lease itself doesn’t establish remedies, Article 2A states that in event of default by lessor, the lessee has right to cancel lease, recover paid-in rents, security deposits to the extent of just under the circumstances, to obtain substitute goods, and recover damages
Term
Lessor’s Remedies
Definition
if lessee breaches lease by not delivering or making payments, lessor can cancel lease, repossession and disposition, and damages.
Term
Warranties
Definition
Finance lessors are automatically exempted from implied warranties. Warranties not affecting 3rd parties can be disclaimed by written provisions
Term
Consumer leases
Definition

                                                  i.      one that a lessor regularly engaged in business of leasing makes to an individual lessee who takes primarily for a personal/family purpose. Provided that payments don’t exceed $25,000.

1.      Consumer can recover attorney’s fees when a court finds a provision in the lessor’s form lease to be “unconscionable”

Term
Contract Formation
Definition

 Basic principles to form contract at common law are also essential to formation of sales contract

                                                  Drafters meant for it to be nontechnical and to operate fairly

Term
“firm offer rule"
Definition
holds merchants to signed promises to keep offers open for specified time less than 3 months duration even in absence of consideration
Term
“Gap fillers”
Definition
price if term has been omitted, place for delivery, time of delivery, time of payment
Term
“battle of the forms” provision
Definition

contract is formed if offeree’s primary intent is to accept an offer even if the offeree’s form does not match the offeror’s form in all particulars

   No party is allowed to unfairly surprise the other with contract provisions hidden in fine print

Term
Nontechnical approach
Definition
agreement modifying a sales contract needs no consideration to be binding
Term
Statute of frauds requirement
Definition
sales of goods of $500 or more must be in writing in order to be enforceable
Term

                                                  exceptions to technical defense, oral contracts are enforceable where

Definition

1.      Seller already begun producing specially made goods

2.      Payment has been made and accepted or goods have been received

3.      Merchants have made confirmatory memorandum sent and receiving party didn’t object within 10 days

4.      Party against whom the contract is to be enforced admitted in court proceedings that an oral agreement existed

Term
Parol evidence
Definition
allows unambiguous final written agreements to be explained or supplemented by course of dealing , usage of trade, or course of performance
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