Term
| What is a choice-of-law provision? |
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Definition
| A contract provision under which the parties agree that the law of a particular state will govern the interpretation of the contract and will apply to any dispute arising out of an alleged breach of the contract. |
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Term
| Under what circumstances will a court enforce a choice-of-law provision under the common law? |
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Definition
| Unless (1) the chosen state does not have a substantial relationship to the parties and there is no other reasonable basis for selecting the state; or (2) the law of the chosen state is contrary to the public policy of a state that has a materially greater interest in the outcome of the dispute. |
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Term
| How does the UCC rule regarding enforcement of a choice-of-law provision differ from the common-law rule? |
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Definition
| If neither party is a merchant, it will be enforced even if the chosen state does not have a substantial relationship to the parties and there is no other reasonable basis for selecting the state. |
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Term
| When does Article 2 of the UCC apply to a dispute? |
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Definition
| When it involves a "transaction in goods." |
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Term
| When does the common law apply to the resolution of a dispute? |
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Definition
| When it does not involve a "transaction in goods." |
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Term
| What is a "hybrid contract"? |
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Definition
| A contract involving both the sale of goods and something else, typically a service. |
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Term
| A hybrid contract is also called what? |
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Definition
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Term
| What is the majority test for determining whether Article 2 of the UCC or the common law applies to a hybrid contract? |
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Definition
| The predominant-purpose test. |
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Term
| What is another name for the predominant-purpose test? |
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Definition
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Term
| What is the minority test for determining whether Article 2 of the UCC or the common law applies to a hybrid contract? |
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Definition
| Gravamen-of-the-action test. |
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Term
| What is the predominant-purpose test? |
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Definition
| Article 2 of the UCC applies to contracts whose predominant purpose is for a transaction in goods. The common law applies to most contracts whose predominant purpose is not for a transaction in goods. If the UCC applies, it applies to the entire transaction. If the common law applies, it applies to the entire transaction. |
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Term
| What is the gravamen-of-the-action test? |
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Definition
| In a hybrid contract, the UCC applies if the sale-of-goods portion forms the gravamen of the action for relief, and the common law applies if the non-sale-of-goods portion forms the gravamen of the action for relief. |
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Term
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Definition
| A manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promisee in understanding that a commitment has been made. |
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Term
| A statement of intention, opinion, or prediction is not a promise unless what? |
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Definition
| There are additional circumstances that would give the communicator reason to know the recipient would construe the statement as a commitment. |
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Term
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Definition
| All things that are moveable. |
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Term
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Definition
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Term
| Are the unborn young of animals goods? |
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Definition
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Term
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Definition
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Term
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Definition
| Yes, if traded as a commodity, but not if treated as merely the purchase price. |
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Term
| Are investment securities "goods"? |
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Definition
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Term
| Are "things in action" "goods"? |
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Definition
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Term
| A contract for the sale of minerals, oil, gas, or a structure (or the structure's materials), which is to be removed from the land, is a contract for the sale of goods under what circumstances? |
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Definition
| When they are to be removed by the seller. |
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Term
| A contract for the sale of growing crops, timber, or other things attached to the land is a contract for the sale of goods under what circumstances? |
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Definition
| It is a contract for the sale of goods irrespective of who is to do the severing, as long as it can be severed without material harm to the land. |
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Term
| What factors are important in deciding a contract's predominant purpose? |
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Definition
| The contract's language; the nature of the supplier's business; and the intrinsic worth of the materials. |
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Term
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Definition
| A person who deals in goods of the kind involved in the transaction or who by her occupation or the employment of an agent, broker, or intermediary holds herself out as having particular knowledge or skill related to the practices or goods involved in the transaction. |
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Term
| A person who deals in goods of the kind involved in the transaction is called what? |
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Definition
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Term
| A person who holds herself out as having particular knowledge or skill related to the practices involved in the transaction is called what? |
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Definition
| Merchant as to business practices. |
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Term
| For Article 2 of the UCC to apply, must one of the parties be a merchant? |
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Definition
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Term
| For Article 2 of the UCC to apply, must the contract price be a minimum amount? |
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Definition
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Term
| Does Article 2 of the UCC apply to a casual sale of goods? |
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Definition
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Term
| What is the word often used for a formal promise, particularly a promise in a written contract? |
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Definition
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Term
| What is an implied-in-fact promise? |
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Definition
| A promise inferred from the circumstances. |
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Term
| What is an implied-in-law promise? |
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Definition
| A fictional promise created by the courts to avoid injustice, usually to prevent unjust enrichment. |
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Term
| A person who makes a promise is called what? |
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Definition
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Term
| The person to whom a promise is made is called what? |
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Definition
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Term
| If a person makes an implied-in-fact promise to pay for services, but there is no agreement regarding price, the court infers a promise to pay what amount? |
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Definition
| A reasonable price (not the provider's regular rate). |
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