monetary copensation awarded to an injured party that goes beyond which is necessary

generally not issued for breach of contract

1.) be written

2.) be signed by maker or drawer

3.) contain an unconditional promise or order to pay

4.) state a fixed amount

5.) be payable on demand or at a definite time

6.) be payable to order or to bearer unless it is a check

1.) a draft

including checks

2.) a note

1. may state its purpose

2. may state it arises from another agreement

3. is permitted to show that it is secured by a mortgage or collateral

4. is permitted to contain promise to provide extra collateral

5. is permitted to limit payment out of particular fund

CANNOT BE CONDITIONAL UPON ANY THING OR EVENT

Assertable against any party including HDC

1. forgery

2. bankrupcy

3. fraud in the execution

when a party is tricked into signing

4. minority (a minor signing contract)

5. mental capacity

6. material alteration of instrument

transfer of a negotiable instrument to a HDC cuts off all personal defenses

1. breach of contract

2. lack or failture of consideration

3. prior payment

maker pays on note but does not cancel it. if a subsequent party seeks to collect on it they will be able to even though it was already paid

4. unauthorized completion

drawer does not fill in the amount

5. fraud in the inducement

trick someone into signing b/c it will benefit them

6. nondelivery

lost or stolen

7. ordinary duress or undue influence

signing based on fear of losing something if you dont

requires enforsee to comply with specific conditions

for deposit only

disclaims liability

without recourse

promise to deliver goods to the order of a named person

if person is named on the face of the document ro if there are endorsements on back of the document and last endorsement is a special endorsement then document is an order document

containing a promise to deliver the goods to bearer

If bearer is stated on the front of the document or if there are endorsements on back of document and last endorsement is a blank endorsement it is a bearer document

1. have regular income

2. owe unsecured debts of less than 336,900

3. owe secured debts of less than 1,010,650

1. insurance companies

2. banks

3. savings and loans

1. persons

individuals, partnerships, corp oweing less then 13,475

2. farmers

3. charitable organizations

In the equity sense

debtor not paying debts when they are due

The rest of bankrupcy uses insolvency in the bankrupcy sense: liabilities exceed FMV of all nonexempt assets

1. does not need to prove intended to deceive

2. does not need to rely on registration

Due diligence defense can be used sucessfully by proving

1. reasonable grounds that statements were true

2. relied on another expert for foundation of work performed

3. beleived statements were true and not materially mistated

Plantiff must prove

1. Defendent made or ommitted a false or material fact 

2. Defendent acted with scienter negligence not sufficent

3. reliance on the false statement or omission

BOTH BUYERS AND SELLERS MAY RECOVER UNDER 1934

to regulate trade competition

price fixing

formation of monopoly

works with Clayton Act

concentrates on price discrimination

corp with 50 or fewer shareholders

may function without some of the formalities of operating corp

no BOD needed

no shareholder meetings needed

1. Must be US incorp

2. One class of stock

3. under 100 shareholders

4. nonresident aliens cannot be shareholders

5. cannot have excessive amounts of passive income

apply to contracts that are not a sale of goods

1. real estate

2. insurance

3. employment

4. professional services

Offer made under the UCC by a merchant giving assurance that it will be held open for a specified time is irrevocable for that period

PERIOD MAY NOT EXCEED 3 MONTHS

If nonmerchants that additonal requirements must be accepted by offeror

If merchants the additonal requirement automatically become part of the contract

1. fraud

2. innocent misrepresentation

created right of rescission but not right to damages

3. mistake

mutual mistake, unilateral generally does not make contract voidable

4. duress

5. undue influence

6. changes in weather conditions

7. infancy, incompetency, or noncompliance

8. adhesion contract

offeror is in position to say take it or leave it

1. an agreement to sell land

2. cannot be performed in 1 year

3. an agreement to act on default of debt

4. sale of goods over $500

5. sale of intangibles over $5,000

6. sale of securities

may be written or oral

any affirmation of fact or promise made by the seller to the buyer that relates to the goods

warranty of merchantability

goods are fit for ordinary purpose

generally passes when the seller completes his/her performance with respect to the physical delivery

-in destination contract passes on delivery

-if a shipping contract title passes when seller puts goods in the possession of the carrier

C&F shipping contract

a sales agent who prior to the creation and as a condition of the agency guarantees the accounts of the customers to his/her principal

Not required to be in writing

signed andy andrews as agent for pam paringer

Agent not liable

signed any andrews agent

agent and principal liable

Andy andrews

agent and principal liable

1. private pension plans

2. savings

3. investments

4. insurance

 ONLY INFLUENCED BY EARNED INCOME

owner of personal property gives possession without title

dry cleaners

federal law

good for 20 years