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Contract Law
First Semester
22
Law
08/25/2008

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Cards

Term
To what type of contract does the UCC apply?
Definition
UCC 2-102. Scope. The UCC applies to transactions for the sale of goods.
Term
How does the UCC define GOODS?
Definition
UCC 2-105(1). Definition of Goods. Goods are all things "movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities and things in action."
Term
How does the UCC distinguish between goods and minerals?
Definition
UCC 2-107(1). Distinguishing Between Goods and Real Property. Minerals. A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from realty is a contract for sale of goods if they are to be severed by the seller.
Term
How does the UCC distinguish between goods and growing crops?
Definition
UCC 2-107(2). Distinguishing Between Goods and Real Property. Growing Crops. A contract for the sale of growing crops or timber is a contract for sale of goods if they are to be severed by the buyer or the seller.
Term
How does the UCC define MERCHANTS?
Definition
UCC 2-104(1). Definition of Merchant. A merchant is a person who deals in goods of the kind or holds himself out as having knowledge or skill peculiar to the practice of goods involved.
Term
How do you determine whether common law or the UCC apply to a "mixed contract?"
Definition
The majority of jurisdictions apply the "Bonebrake Predominant Purpose" test: Is the objective of the buyer mainly for goods with labor incidentally involved (UCC), or a rendition of service with goods incidentally involved (common law)?
Term
What is required for the formation of a contract?
Definition
Any contact requires mutual assent. This ordinarily appears as an offer from a party followed by and acceptance from another (OFFER, ACCEPTANCE and CONSIDERATION).
Term
§1: Contract Defined.
Definition
A contract is a promise or set of promises for the breach of which the law gives a remedy, or for the performance of which the law in some way recognizes a duty.
Term
OFFER
Definition
An offer is a manifestation of willingness to enter into a bargain, so made as to justify another in understanding that his assent is invited and, if given, will conclude the bargain.
Term
UCC 2-204. Formation in General
Definition
A contract for the sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract, even though the moment of its making is undetermined.
Term
UCC 1-203. Obligation of Good Faith
Definition
Every contract or duty imposes an obligation of good faith in its performance or enforcement.

*Note: This is regardless of whether it is explicitly or implicitly implied. Any breach of this "covenant of good faith dealing" is a breach of contract.

Term
How is it determined whether an OFFER was intended?
Definition
Objective Standard: Would a reasonable person in the offeree's position believe an offer to enter into a contract has been made?
Term
Under the common law what is necessary to satisfy "sufficient certainty?"
Definition
The terms of the contract must provide a basis for determining the existence of a breach and for giving and appropriate remedy.
Term
Under the UCC what is necessary to satisfy "sufficient certainty?"
Definition
In a contract for the sale of goods, an offer must expressly or impliedly identify, at minimum, the parties, the goods, and the quantity.
Term
If there is a dispute concerning a matter on which the contract contains no express provision, the court are directed by...
Definition
The Hierarchy of Implied Terms under UCC 2-208

1) Express terms of the contract;

2) Course of performance (current contract prior to dispute;

and UCC 1-205

3) Course of dealing (earlier dealings between parties); and

4) Usage of Trade (customary practices)

Term
Gap Fillers
Definition
When terms are not expressed in a contract for goods, they provide terms through various UCC rules.
Term
Gap Filler: UCC 2-305. Open Price Term.
Definition
If price is left out, it is a reasonable price set by some standard on delivery.
Term
Gap Filler: UCC 2-307. Delivery in Single Lot or Several Lots.
Definition
Unless otherwise agreed all goods must be tendered in a single delivery and payment is due on such tender.
Term
Gap Filler: UCC 2-308. Place of Delivery.
Definition
If not specified, then no delivery; purchaser must pick up at place of business.
Term
Gap Filler: UCC 2-309. Time of Delivery.
Definition
If not stated, then any reasonable time.
Term
Gap Filler: UCC 2-309. Absent of Time Provisions.
Definition
Due at time and place when goods are received.
Term
§4: How a Promise May Be Made.
Definition
A promise may be stated in words, either oral or written, or may be inferred wholly or party from conduct.