The UCC governs all Ks for the sale of goods.  Goods are all things movable at the time the K was formed, except investment securities, things in action & money in which the K is to be paid.

If merchant involved - a merchant is one who regularly deals in goods of the kind sold or has special knowledge or skill as to the goods involved

Offer requires:

1. manifestation of a present intent to contract by promise, undertaking or committment;

2. definite and certain to terms;

3. communication to an identified offeree who has the ability to accept

An offer that CANNOT be revoked for a rx time, not to exceed 3 months (90days) if:

1. offer to buy/sell goods

2. in a signed writing

3. promising to keep it open

4. by a merchant

When offeror manifests an intention to terminate offer,

A revocation is only effective upon receipt by offeree

After offer section, always ask yourself - is the offer terminated?

by:

1.lapse of time

2. revocation - effective when rec'd by offeree

-unless offer is irrevocable (option K or Firm offer 2-205 or detrimental reliance)

4. termination by operation of law

a. death or insanity

b. destruction of subject matter

c. supervening illegality

An acceptance is a manifestation of assent to the terms of the offer.

At CL - acceptance must be the mirror of the offer

Consideration requires a bargained for exchange between the parties involving legal value.

- detrimental reliance is a valid substitute for consideration

On essay "x paid for goods, y received money for goods"

Legal detriment

- adequacy generally irrelevant

-past consideration - no good GR

- pre-existing duty rule -- no good GR

1. statute of frauds

2. mistake

3. illegality

4. incapacity

5. unconscionability

6. duress

7. fraud

- discuss after consideration section.

ALWAYS mention SOF and how it was satisifed/not satisfied

1. a response to an offer that adds new terms but doesn't make them a condition of acceptance, IS ACCEPTANCE IF:

a. both NOT merchants, addt'l terms are a proposal to be separately accepted or rejected

b. if both ARE merchants, generally additional terms included in K -- EXCEPT

1. NOT if materially alters K

2. NOT if offeror objects to it

(Arb clause = material alteration so NOT included in K)

Seller a merchant:

ROL to buyer when they physically take

Seller a non-merchant:

Risk passes upon tender of delivery

ex: parties agree seller to deliver at noon. seller brings at noon, but buyer not there, goods destroyed at 1:30p, ROL to buyer for damaged goods

Single delivery K:

If the goods fail to conform to K, buyer MAY reject all, accept all or accept any commercial units

Seller MAY cure by giving notice and doing it on K date

Installment K:

an installment K can be rejected ONLY if nonconformity "substantially impairs" and cannot be cured

Minor = party receives sustantial benefit of the bargain

- limited damages resulting from breach

Material = doesn't receive benefit of the bargain

- MAY rescind K and suspend their OWN duty under K

- Get all forseeable damages AFTER duty to mitigate

An unambiguous statement that:

1. repudiating party will not perform

2. made prior to the time that performance was due

AFTER the non-repudiating party MAY:

1. suspend their own performance & sue

2. wait for performance

-- if you see "might" in fact pattern = NO AR

Right to demand assurances - MAY in writing demand assurance, After 30 days - no response - can treat as repudiated