Term
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Definition
| No consideration necessary to release a claim by a signed writing |
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Term
| UCC § 1-201 Implied Covenant of Good Faith |
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Definition
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Term
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Definition
| One who deals in goods of the kind or otherwise by his occupation holds himself out as such |
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Term
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Definition
Any tangible thing that is moveable including:
1. Growing crops, timber, unborn animals
2. Currency exchanged as a commodity
3. Minerals or the like, or a structure that are to be severed by the SELLER
DOES NOT INCLUDE:
1. Intangible rights such as intellectual property
2. Investment securities
3. Money which is payment for goods
4. Minerals/Structures to be severed by the BUYER |
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Term
| UCC § 2-201 Statute of Frauds |
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Definition
1. Sale of goods > $500, and quantity required
*A writing is not insufficient because it omits or incorrectly states a term.
3. A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable
(a) if the goods are to be specially manufactured for the buyer and the seller has begun manufacture
(b) if the party admits there was a contract OR
(c) with respect to goods for which payment has been made and accepted or which have been received and accepted |
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Term
| UCC § 2-202 Parol Evidence |
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Definition
PAROL EVIDENCE
1. NO CONTRADICT
2. SUPPLEMENT BY: course of performance, course of dealing, usage of trade |
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Term
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Definition
Goods contracts "do not fail for indefiniteness" if one or more terms is left out IF
a. it is apparent that the parties intended to be contracted AND
b. there is a reasonable means available for determining an appropriate remedy |
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Term
| UCC § 2-204 Contract Formation |
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Definition
FORMATION, IN GENERAL:
1. Offer & Acceptance OR conduct
3. Contract DOES NOT FAIL FOR INDEFINITENESS if the parties intended a contract and there is a reasonable remedy |
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Term
| UCC § 2-205 Merchant's Firm Offer |
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Definition
| NO REVOKE unless the term exceeds 3 MONTHS |
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Term
| UCC § 2-206 Offer & Acceptance |
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Definition
1(a) Offer invites acceptance by any reasonable means
(b)Order to buy invites acceptance
2. If beginning performance is acceptance and the offeror is not notified, they may treat the offer as having lapsed
3. An acceptance is okay even with different/add. terms |
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Term
| UCC § 2-207 Additional Terms in Acceptance or Confirmation |
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Definition
Acceptance is okay with different terms but
(1) Not if acceptance is conditional upon the offeror's assent
(2) Additional terms from the offeree are acceptable if they are not objected to, or do not materially differ from the offer |
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Term
| UCC § 2-208 Course of Performance or Practical Construction |
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Definition
(1) Course of performance not objected to is relevant in determining the contract
(2)Express terms and CP,CD,UT can be used unless they conflict ET>CP>CD>UT
(3) CP can show a mod. or waiver |
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Term
| UCC § 2-209 Modifications, Rescission and Waiver |
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Definition
Modifications of goods contracts do not need consideration to be binding, but they do need "good faith";
WAIVER can be RETRACTED WITH REASONABLE NOTIFICATION UNLESS reliance |
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Term
| UCC § 2-209(1) Mod., Rec. & Waiver |
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Definition
| Contract modifications do not require consideration |
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Term
| UCC § 2-209(2) Mod., Rec. & Waiver |
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Definition
| Creates a valid private statute of frauds - no modifications not in writing if the contract so requires |
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Term
| UCC § 2-210 Delegation of Performance, Assignment of Rights |
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Definition
(1) A party may delegate duties unless the contract says otherwise. Delegation does not relieve that party of responsibility.
(2) Rights may be assigned unless it would harm the other party or the contract does not allow it.
(3) If a contract prohibits assignment, the court interprets it as prohibiting delegation
(4) Unless otherwise specified, assignment delegates duties of the assignor
(5) Assignment can create insecurity, so the other party may demand assurances |
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Term
| UCC § 2-301 General Obligations of Parties |
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Definition
Seller - Transfer and Deliver
Buyer - Accept and Pay |
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Term
| UCC § 2-302 Unconscionable Contract or Term |
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Definition
The court can invalidate contracts or terms that are unconscionable at the time of contracting
*"Oppression" and "Unfair Surprise" |
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Term
| UCC § 2-303 Allocation or Division of Risks |
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Definition
| ALLOCATION OR DIVISION OF RISKS - agreement may shift or divide the risk |
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Term
| UCC § 2-305 Open Price Term |
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Definition
REASONABLE AT TIME OF DELIVERY
*GOOD FAITH
(4) If the parties intend not to be bound UNLESS a price is agreed upon, no contract |
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Term
| UCC § 2-306 Outputs & Requirements Contracts |
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Definition
| OUTPUTS & REQUIREMENTS must have GOOD FAITH - not disproportionate |
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Term
| UCC § 2-307 Delivery In Single or Several Lots |
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Definition
| Unless otherwise specified, all goods must be rendered in a SINGLE LOT and PAYMENT IS DUE AT THAT TIME |
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Term
| UCC § 2-308 Absence of Specified Place of Delivery |
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Definition
| Unless otherwise agreed: DELIVERY at the SELLER'S BUSINESS OR HOME |
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Term
| UCC § 2-309 Absence of Specific Time Provisions; Notice of Termination |
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Definition
1. Unspecified time = REASONABLE
2. Successive performances for indefinite time = REASONABLE and unless otherwise agreed, MAY BE TERMINATED BY EITHER PARTY
3. TERMINATION REQUIRES NOTIFICATION |
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Term
| UCC § 2-311 Options and Cooperation Respecting Performance |
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Definition
(1) A valid agreement is not invalidated if an aspect of performance has not been determined - good faith
(2) Assortment of goods is buyer's choice unless otherwise agreed |
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Term
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Definition
(1) In a sale, there is a warranty:
(a) That the title will be good
(b) That the good will not have a security interest or lien against it |
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Term
| UCC § 2-313 Express Warranty |
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Definition
EXPRESS WARRANTY if:
1. AFFIRMATION OF FACT OR PROMISE, (puffing is not a warranty) DESCRIPTION, OR SAMPLE USED AS BASIS OF BARGAIN
2. Must relate to the goods AND BASIS OF BARGAIN
*No need to use the words "warranty" or "guarantee" |
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Term
| UCC § 2-313A Obligation to Remote Purchaser |
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Definition
OBLIGATION TO REMOTE PURCHASER;
NEW GOODS SOLD OR LEASED |
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Term
| UCC § 2-314 Implied Warranty of Merchantability |
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Definition
IMPLIED WARRANTY OF MERCHANTABILITY
(1) Seller is a Merchant
(2) Goods to be merchantable must:
(a) pass without objection in the trade
(b) in the case of fungible goods, are of fair average quality
(c) are fit for the ordinary purposes
(d) are of even kind, quality and quantity
(e) are adequately contained, packaged, and labeled
(f) conform to the promise or affirmations of fact |
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Term
| UCC § 2-315 Implied Warranty: Fitness for a Particular Purpose |
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Definition
| The seller has reason to know a particular purpose for which the goods are required and the buyer relies on the seller's skill or judgment |
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Term
| UCC § 2-316 Exclusion or Modification of Warranties |
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Definition
| Mention MERCHANTABILITY OR use "AS IS" OR be inspected by the buyer |
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Term
| UCC § 2-318 Third Party Beneficiaries of Warranties |
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Definition
| Extends to any member of family or household who can reasonably be expected to use the product |
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Term
| UCC § 2-501 Insurable Interest, Manner of Identification |
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Definition
Buyer obtains a special property and an INSURABLE INTEREST by identification of the goods even though they may be non-conforming; Identification occurs when:
1. contract is made if goods are identified
2. if contract for sale of future goods; when goods are shipped
3. crops are planted or unborn young
SELLER RETAINS INSURABLE INTEREST AS LONG AS HE HAS THE TITLE |
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Term
| UCC § 2-502 Buyer's Right to Goods on Seller's Repudiation |
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Definition
| BUYER'S RIGHT TO GOODS ON SELLER'S REPUDIATION, FAILURE TO DELIVER OR INSOLVENCY |
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Term
| UCC § 2-503 Manner of Seller's Tender of Delivery |
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Definition
MANNER OF SELLER'S TENDER OF DELIVERY;
seller must PUT AND HOLD CONFORMING GOODS AT THE BUYER'S DISPOSITION;
tender must be at a REASONABLE HOUR and must be available for acceptance for a REASONABLE TIME
buyer must furnish facilities to receive goods |
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Term
| UCC § 2-504 Shipment by Seller |
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Definition
SHIPMENT BY SELLER;
seller must PUT THE GOODS IN THE POSSESSION OF A CARRIER
AND NOTIFY BUYER OF SHIPMENT |
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Term
| UCC § 2-505 Seller's Shipment Under Reservation |
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Definition
| SELLER'S SHIPMENT UNDER RESERVATION |
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Term
| UCC § 2-507 Effect of Seller's Tender |
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Definition
EFFECT OF SELLER'S TENDER; DELIVERY ON CONDITION;
if buyer must pay on delivery, retaining the goods is conditional on payment |
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Term
| UCC § 2-508 Cure by Seller |
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Definition
CURE BY SELLER OF IMPROPER TENDER OR DELIVERY; REPLACEMENT;
if the seller reasonably believed the goods were acceptable and they are rejected he has a REASONABLE TIME TO CURE |
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Term
| UCC § 2-509 Risk of Loss in the Absence of Breach |
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Definition
RISK OF LOSS IN THE ABSENCE OF BREACH;
1. IF DELIVERY BY CARRIER;if it does not require him to deliver it to a particular carrier destination, risk of loss passes to BUYER when the goods are delivered TO THE CARRIER; if it does require a specific destination; shifts to the buyer when the goods are tendered
2. Goods held by bailee without being moved RISK OF LOSS TO BUYER
3. RISK OF LOSS TO BUYER ON TENDER OR RECEIPT |
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Term
| UCC § 2-510 Effect of Breach on Risk of Loss |
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Definition
EFFECT OF BREACH ON RISK OF LOSS;
when goods are rejected, risk of loss stays WITH SELLER UNTIL CURE OR ACCEPTANCE |
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Term
| UCC § 2-511 Tender of Payment by Buyer |
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Definition
TENDER OF PAYMENT BY BUYER; PAYMENT BY CHECK;
unless otherwise agreed, tender of payment is a condition on the seller's delivery; sufficient by any means or manner acceptable |
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Term
| UCC § 2-512 Payment by Buyer Before Inspection |
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Definition
| PAYMENT BY BUYER BEFORE INSPECTION |
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Term
| UCC § 2-513 Buyer's Right to Inspection of Goods |
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Definition
| BUYER'S RIGHT TO INSPECTION OF GOODS |
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Term
| UCC § 2-515 Preserving Evidence of Goods in Dispute |
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Definition
| PRESERVING EVIDENCE OF GOODS IN DISPUTE |
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Term
| UCC § 2-601 Buyer's Rights on Improper Delivery |
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Definition
| BUYER'S RIGHTS ON IMPROPER DELIVERY |
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Term
| UCC § 2-602 Manner and Effect of Rightful Rejection |
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Definition
MANNER AND EFFECT OF RIGHTFUL REJECTION
(1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller.
(2) Subject to the provisions of the two following sections on rejected goods (Sections 2-603 and 2-604),
(a) after rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; and
(b) if the buyer has before rejection taken physical possession of goods in which he does not have a security interest under the provisions of this Article (subsection (3) of Section 2-711), he is under a duty after rejection to hold them with reasonable care at the seller's disposition for a time sufficient to permit the seller to remove them; but
(c) the buyer has no further obligations with regard to goods rightfully rejected.
(3) The seller's rights with respect to goods wrongfully rejected are governed by the provisions of this Article on seller's remedies in general (Section 2-703). |
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Term
| UCC § 2-603 Merchant Buyer's Duties as to Rightfully Rejected Goods |
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Definition
MERCHANT BUYER'S DUTIES AS TO RIGHTFULLY REJECTED GOODS
(1) Subject to any security interest in the buyer (subsection (3) of Section 2-711), 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 seller's account if they are perishable or threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.
(2) When the buyer sells goods under subsection (1), 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 ten per cent on the gross proceeds.
(3) In complying with this section the buyer is held only to good faith and good faith conduct hereunder is neither acceptance nor conversion nor the basis of an action for damages. |
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Term
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Definition
BUYER'S OPTIONS AS TO SALVAGE OF RIGHTFULLY REJECTED GOODS
Subject to the provisions of the immediately preceding section on perishables if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods for the seller's account or reship them to him or resell them for the seller's account with reimbursement as provided in the preceding section. Such action is not acceptance or conversion. |
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Term
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Definition
| WAIVER OF BUYER'S OBJECTIONS BY FAILURE TO PARTICULARIZE |
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Term
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Definition
WHAT CONSTITUTES ACCEPTANCE OF GOODS;
(1) Acceptance of goods occurs when the buyer
(a) after a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he will take or retain them in spite of their non-conformity; or
(b) fails to make an effective rejection (subsection (1) of Section 2-602), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or
(c) does any act inconsistent with the seller's ownership; but if such act is wrongful as against the seller it is an acceptance only if ratified by him.
(2) Acceptance of a part of any commercial unit is acceptance of that entire unit. |
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Term
| UCC § 2-607 Effect of Acceptance |
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Definition
| EFFECT OF ACCEPTANCE; NOTICE OF BREACH; BURDEN OF ESTABLISHING BREACH AFTER ACCEPTANCE; NOTICE OF CLAIM OR LITIGATION TO PERSON ANSWERABLE OVER |
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Term
| UCC § 2-608 Revocation of Acceptance |
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Definition
| REVOCATION OF ACCEPTANCE IN WHOLE OR IN PART |
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Term
| UCC § 2-609 Right to Assurance |
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Definition
RIGHT TO ADEQUATE ASSURANCE OF PERFORMANCE
(1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he receives such assurance may if commercially reasonable suspend any performance for which he has not already received the agreed return.
(2) Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.
(3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.
(4) After receipt of a justified demand failure to provide within a reasonable time not exceeding thirty days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract. |
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Term
| UCC § 2-610 Anticipatory Repudiation |
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Definition
ANTICIPATORY REPUDIATION
When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may
(a) for a commercially reasonable time await performance by the repudiating party; or
(b) resort to any remedy for breach (Section 2-703 or Section 2-711), even though he has notified the repudiating party that he would await the latter's performance and has urged retraction; and
(c) in either case suspend his own performance or proceed in accordance with the provisions of this Article on the seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods (Section 2-704). |
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Term
| UCC § 2-611 Retraction of Anticipatory Repudiation |
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Definition
| RETRACTION OF ANTICIPATORY REPUDIATION |
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Term
| UCC § 2-612 Installment Contract Breach |
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Definition
| "INSTALLMENT CONTRACT" BREACH |
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Term
| UCC § 2-613 Casualty to Identified Goods |
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Definition
| CASUALTY TO IDENTIFIED GOODS |
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Term
| UCC § 2-614 Substituted Performance |
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Definition
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Term
| UCC § 2-615 Excuse by Failure of Presupposed Conditions |
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Definition
| EXCUSE BY FAILURE OF PRESUPPOSED CONDITIONS |
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Term
| UCC § 2-616 Procedure on Notice Claiming Excuse |
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Definition
| PROCEDURE ON NOTICE CLAIMING EXCUSE |
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Term
| UCC § 2-701 Remedies for Breach of Collateral Contracts Not Impaired |
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Definition
| REMEDIES FOR BREACH OF COLLATERAL CONTRACTS NOT IMPAIRED |
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Term
| UCC § 2-702 Seller's Remedies on Discovery Of Buyer's Insolvency |
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Definition
| SELLER'S REMEDIES ON DISCOVERY OF BUYER'S INSOLVENCY |
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Term
| UCC § 2-703 Seller's Remedies in General |
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Definition
| SELLER'S REMEDIES IN GENERAL |
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Term
| UCC § 2-704 Seller's Right to Identify Goods to the Contract |
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Definition
SELLER'S RIGHT TO IDENTIFY GOODS TO THE CONTRACT NOTWITHSTANDING BREACH OR TO SALVAGE UNFINISHED GOODS;
(1) An aggrieved seller under the preceding section may
(a) identify to the contract conforming goods not already identified if at the time he learned of the breach they are in his possession or control;
(b) treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.
(2) Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner. |
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Term
| UCC § 2-705 Seller's Stoppage of Delivery |
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Definition
SELLER'S STOPPAGE OF DELIVERY IN TRANSIT OR OTHERWISE;
1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (Section 2-702) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods.
(2) As against such buyer the seller may stop delivery until
(a) receipt of the goods by the buyer; or
(b) acknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer; or
(c) such acknowledgment to the buyer by a carrier by reshipment or as warehouseman; or
(d) negotiation to the buyer of any negotiable document of title covering the goods.
(3)(a) To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.
(b) After such notification the bailee must hold and deliver the goods according to the directions of the seller but the seller is liable to the bailee for any ensuing charges or damages.
(c) If a negotiable document of title has been issued for goods the bailee is not obliged to obey a notification to stop until surrender of the document.
(d) A carrier who has issued a non-negotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor. |
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Term
UCC § 2-706 Seller's Resale
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Definition
SELLERS RESALE; Cover sale: sell the goods to someone else and sue the breaching buyer for the difference between the contract price and the cover price
Cover must be in good faith and must be done in a commercially reasonable manner
Incidental damages may be awarded |
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Term
| UCC § 2-707 Person in the Position of a Seller |
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Definition
"PERSON IN THE POSITION OF A SELLER;"
(1) A "person in the position of a seller" includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.
(2) A person in the position of a seller may as provided in this Article withhold or stop delivery (Section 2-705) and resell (Section 2-706) and recover incidental damages (Section 2-710). |
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Term
| UCC § 2-708 Seller's Damages for Non-Acceptance or Repudiation |
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Definition
SELLER'S DAMAGES FOR NON-ACCEPTANCE OR REPUDIATION;
(1) Subject to subsection (2) and to the provisions of this Article with respect to proof of market price (Section 2-723), the measure of damages for non-acceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this Article (Section 2-710), but less expenses saved in consequence of the buyer's breach.
(2) If the measure of damages provided in subsection (1) is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this Article (Section 2-710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale. |
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Term
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Definition
| No cover: do not sell the items and sue for difference between the contract price and the market price |
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Term
| UCC § 2-708(2) Lost Volume Seller |
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Definition
| Lost Volume Seller: If the cover sale deprives the seller of a second sale (huge inventory/car salesman), they can sue for the lost profits |
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Term
| UCC § 2-709 Action for the Price |
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Definition
ACTION FOR THE PRICE;
(1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section, the price
(a) of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and
(b) of goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.
(2) Where the seller sues for the price he must hold for the buyer any goods which have been identified to the contract and are still in his control except that if resale becomes possible he may resell them at any time prior to the collection of the judgment. The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles him to any goods not resold.
(3) After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (Section 2-610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for non-acceptance under the preceding section. |
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Term
| UCC § 2-710 Seller's Incidental Damages |
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Definition
SELLER'S INCIDENTAL DAMAGES;
Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer's breach, in connection with return or resale of the goods or otherwise resulting from the breach. |
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Term
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Definition
| If goods are not delivered, any money paid to the seller can be recovered (down payment, etc.) |
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Term
| UCC § 2-711 Buyer's Remedies in General |
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Definition
BUYER'S REMEDIES IN GENERAL
(1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (Section 2-612), the buyer may cancel and whether or not he has done so may in addition to recovering so much of the price as has been paid
(a) "cover" and have damages under the next section as to all the goods affected whether or not they have been identified to the contract; or
(b) recover damages for non-delivery as provided in this Article (Section 2-713).
(2) Where the seller fails to deliver or repudiates the buyer may also
(a) if the goods have been identified recover them as provided in this Article (Section 2-502); or
(b) in a proper case obtain specific performance or replevy the goods as provided in this Article (Section 2-716).
(3) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (Section 2-706). |
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Term
| UCC § 2-712 Cover; Buyer's Procurement of Substitute Goods |
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Definition
"COVER"; BUYER'S PROCUREMENT OF SUBSTITUTE GOODS
Buyer covers, then sues for difference between cover price and contract price |
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Term
| UCC § 2-713 Buyer's Damages for Non-Delivery or Repudiation |
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Definition
BUYER'S DAMAGES FOR NON-DELIVERY OR REPUDIATION
Buyer does not cover and sues for the difference between the market price and the contract price |
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Term
| UCC § 2-714 Buyer's Damages for Breach in Regard to Accepted Goods |
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Definition
BUYER'S DAMAGES FOR BREACH IN REGARD TO ACCEPTED GOODS;
(1) Where the buyer has accepted goods and given notification (subsection (3) of Section 2-607) he may recover as damages for any non-conformity of tender the loss resulting in the ordinary course of events from the seller's breach as determined in any manner which is reasonable.
(2) 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.
(3) In a proper case any incidental and consequential damages under the next section may also be recovered.
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Term
| UCC § 2-715 Buyer's Incidental and Consequential Damages |
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Definition
BUYER'S INCIDENTAL AND CONSEQUENTIAL DAMAGES
You cannot recover consequential damages that were unforeseeable at the time of contracting
Consequential damages are not recovered if plaintiff did not mitigate |
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Term
| UCC § 2-716 Buyer's Right to Specific Performance |
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Definition
BUYER'S RIGHT TO SPECIFIC PERFORMANCE
The court may award specific damages if the goods are unique or "in other proper circumstances" |
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Term
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Definition
DEDUCTION OF DAMAGES FROM THE PRICE;
The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract. |
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Term
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Definition
LIQUIDATION OR LIMITATION OF DAMAGES; DEPOSITS
Restitution may be available to the breaching party if the party has conferred a net benefit, for instance a down payment minus the cost of the breach |
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Term
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Definition
CONTRACTUAL MODIFICATION OR LIMITATION OF REMEDY
Limitations on remedies cannot be unconscionable
Exclusion of personal injury damages is prima facie unconscionable
Cannot cause the remedy to fail of its essential purpose |
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Term
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Definition
| EFFECT OF "CANCELLATION" OR "RESCISSION" ON CLAIMS FOR ANTECEDENT BREACH |
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Term
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Definition
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Term
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Definition
| PROOF OF MARKET PRICE: TIME AND PLACE |
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Term
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Definition
| ADMISSIBILITY OF MARKET QUOTATIONS |
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Term
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Definition
| STATUTE OF LIMITATIONS IN CONTRACTS FOR SALE |
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