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Uniform Commercial Code
Provides legal rules for contracts sellings goods/law of sales
Closely related to common law |
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| governs other types of contracts (not sale of goods) |
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| Passing of title from the seller to the buyer for a price |
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| Gifts/leases/barter transactions |
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Article 2 doesnt apply to leases or gifts
It does apply to barter transactions |
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Must be tangible (physical existence)
Must be movable |
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| Contract for structure to be severed from land by seller |
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| Real estate as real estate sale |
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| Contract for structure or minerals to be severed by buyer |
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| Real estate as a sale of goods |
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growing crops or timber
anything attached to real estate that is severed without material harm to the real estate |
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| Land is also being sold along with anything else |
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unborn animals
money treated as a commodity (rare coin)
things specifically manufactured for the buyer |
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| classified as goods bc items intangible had little dollar value |
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| Grossman v. Aerial Farm Service |
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| classified as service bc method of application |
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| Systems America v. Rockwell Software |
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-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 |
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| common thread for merchants |
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| possession of or access to a degree of commercial expertise not found in a member of the general public |
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| Davis v. Flagstar Companies |
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| Article 2A does leases like article 2 does sales |
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| 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 |
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| if lessee breaches lease by not delivering or making payments, lessor can cancel lease, repossession and disposition, and damages. |
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Finance lessors are automatically exempted from implied warranties. Warranties not affecting 3rd parties can be disclaimed by written provisions
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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” |
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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 |
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| holds merchants to signed promises to keep offers open for specified time less than 3 months duration even in absence of consideration |
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| price if term has been omitted, place for delivery, time of delivery, time of payment |
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| “battle of the forms” provision |
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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 |
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| agreement modifying a sales contract needs no consideration to be binding |
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| Statute of frauds requirement |
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| sales of goods of $500 or more must be in writing in order to be enforceable |
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exceptions to technical defense, oral contracts are enforceable where |
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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 |
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| 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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