Term
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Definition
| WA version of UCC, article 9 relating to Secured Transactions protects creditors whose interests in a debtor's have attached or perfected |
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Term
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Definition
| SI is obtained by cosession/control of the collateral or is contained in a Security Agreement (SA). An SA is a written contract between a creditor and a debtor authenticated by the latter, identifying the collateral in reasonable detail, its primary use, andits county location. |
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Term
| types of goods that can be collateral |
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Definition
| inventory, equipment, consumer goods and farm products. If collateral is used for mixed purposes, its primary use will control |
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Term
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Definition
| SA is a K between debtor and creditor identfying the collateral. Colateral identification such as "all assets" or "all collateral" are too vague and will invalidate the SI. |
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Term
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Definition
| is necessary to establish the creditor's rights (TO GAIN POSSION) in the collateral AND REQUIRES: 1. a SA giving rights to posess on default; 2. a default; 3. creditor to have given value to debtor; Attachment alone may not protect the creditor in some situations. |
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Term
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Definition
| NECESSARY TO PROTECT CR AGAINST 3RD PARTIES. REQUIRES: 1. POSSESSION; 2 CONTROL; 3. FILING; 4. MERE ATTACHMENT; 5. NAME ON TITLE CERTIFICATE. PROPER FILING GIVES NOTICE TO ALL OF CR RIGHTS AND IS EFFECTIVE AT TIME OF FILING. |
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Term
| PURCHASE MONEY SECURITY INTEREST (PMSI) |
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Definition
| SPECIAL RIGHTS, GET MERE ATTACHMENT AND 20 DAY GRACE PERIOD TO FILE FS AND ATTACHMENT RELATES BACK TO ATTACHMENT DATE. |
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Term
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Definition
| CR MAY REPOSESS COLLATERAL, RETAIN IT OR DISPOSE OF IT AT A COMMERCIALLY REASONABLE SALE AND OFFSET THE PROCEEDS AGAINST THE DEBT. NOTICE TO ALL KNOWN CREDITORS MUST BE GIVEN OF SALE; CR HAS LIMITED RIGHT TO TRESPASS TO RETRIEVE COLLATERAL, BUT MAY NOT BREACH PEACE. |
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Term
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Definition
| 1. PERFECTED CREDITORS, FIRST TO PERFECT PREVAILS; A PERFECTED PMSI HAS PRIORITY OVER ALL OTHER SECURED CREDITORS. |
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Term
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Definition
| WA version of UCC article 2 controls because the contract involves the sale of moveable goods. |
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Term
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Definition
| All UCC contracting parties must perform in good faith, Merchants are held to a higher stadard-honesty in fact and reasonable commercial standards of fair dealing |
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Term
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Definition
| Deal with goods of the kind or hold temselves out to have special knowledge or expertiese in the goods |
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Term
| VALID CONTRACT REQUIREMENTS |
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Definition
| OFFER, ACCEPTANCE (MUTUAL ASSENT) CONSIDERATION, LEGAL CAPACITY, LEGAL SUBJECT MATTER; SOF IF FOR $500+ GOODS, EXCEPTIONS: ADMISSION OF PARTY, SPECIALLY MANUFACTURED GOODS, MERCHANTS CONFIRMING MEMO, OR PART PERFORMANCE |
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Term
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Definition
| UNDER UCC DOES NOT INVALIDATE K AS LONG AS THERE IS REASONABLE BASIS TO PROVIDE A REMEDY AND THE K CONTAINS THE QUANTITY. THE COURT WILL PROVIDE MISSING TERMS WITH THE UCC DEFAULT RULE OR IN PREFERENCTIAL ORDER, COURSE OF PERFORMANCE, PAST COURSE OF DEALINGS, AND USEAGE OF TRADE. |
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Term
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Definition
| OK IF MINOR ADDITIONAL TERMS IF DO NOT MATERIALLY ALTER THE BARGAIN, THE OFFEROR OBJECTS WITHIN A REASONABLE TIME, OR PRECLUDED IN OFFER |
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Term
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Definition
| MUST BE MERCHANTABLE, PASS WITHOUT OBJECTION IN THE TRADE, BE OF FAIR AVERAGE QUALITY AND FIT FOR THE PURPOSE THEY ARE INTENDED TO BE USED. |
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Term
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Definition
| IMPLIED WARRANTY WHERE SELLER KNOWS BUYER IS RELYING ON SELLER'S ADVICE IN SELECTION OF PRODUCT |
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Term
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Definition
| OK IF K NOT FAIL IN ESSENTIAL PURPOSE OR DEPRIVE BUYER OF SUBSTANTIAL VALUE OF THE BARGAIN |
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Term
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Definition
| CLEARLY WRITTEN, CONSPICUOUS TO BUYER, CONCIONALBE AND CONSISTENT WITH ANY EXPRESS WARRANTIES |
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Term
| SHIPPING NON CONFORMING GOODS |
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Definition
| MUST NOTIFY B THAT IT IS AN "ACCOMODATION SALE" |
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Term
| BUYER'S BREACH -- SELLER REMEDIES |
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Definition
| RECISSION, SELL GOODS, INCIDENTAL DAMS, LOST PROFIT IF "LOST VOLUME" SELLER |
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Term
| TENDER OF SELLER OF GOODS |
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Definition
| MUST BE PERFECT OR B MAY ACCEPT SOME, ALL OR NONE OF A NON CONFORMING SHIPMENT. |
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Term
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Definition
| EXPRESS OR IMPLIED MERCHANTABILITY AND SUITABLE FOR B'S PURPOSE |
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Term
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Definition
| "COVER PURCHASE"; SUE FOR INCIDENTAL AND CONSEQUENTIAL DAMS AND DIFFERENCE IN PRICE |
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Term
| SPECIFIC PERFORMANCE SUIT BY BUYER |
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Definition
| ONLY IF COVER NOT POSSIBLE, GOODS HAVE BEEN IDENTIFIED AND GOODS HAVE NOT BEEN TRANSFERRED TO BFP |
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Term
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Definition
| ALL PARTIES HAVE DUTY, ESPECIALLY A MERCHANT BUYER IN POSSESSION OF A SELLER'S GOODS FOLLOWING A NON-CONFORMING TENDER. |
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Term
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Definition
| TO FACILITATE COMMERCE A HDC OF A NI TAKES FREE AND CLEAR OF PERSONAL DEFENSES THAT WOULD RESTRICT A MERE ASSIGNEE. |
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Term
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Definition
| DRAWER/PAYOR;DRAWEE BANK;PAYEE |
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Term
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Definition
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Term
| NEGOTIALBLE INSTRUMENT (NI) |
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Definition
| NEGOTIALBLE WORDS SUCH AS PAY TO THE ORDER OF; AN UNCONDITIONAL PROMIST TO PAY WITH NO OTHER UNDERTAKING; A TIME CERTIN FOR PAYMENT; A SUM CERTAIN IN MONEY, AND SIGNED BY THE MAKER |
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Term
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Definition
| NOT AVAILABLE AGAINST HDC. TO BE AN HDC A PERSON MUST TAKE THE INSTRUMENT: FOR VALUE; IN GOOD FAITH; WITH NO NOTICE OF INPERFECTIONS AND THE NI MUST BE PROPERLY NEGOTIATED--INDORSED AND DELIVERED FOR ORDER PAPER AND JUST DELIVERED FOR BEARER PAPER. |
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Term
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Definition
| AN ASSIGNEE WHO RECEIVES THE ITEM AS A GIFT MAY STILL QUALIFY FOR HDC STATUS UNDER THE SHELTER RULE, IF THERE IS AN HDC UP THE CHAN HDC STATUS BY ASSIGNMENT |
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Term
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Definition
| GOOD AGAINST HDC, INCLUDE FRAUNDE IN THE EXECUTION/FACTUM, ILLEGALITY, DISCARGE IN BKY, DURESS, LACK OF CAPACITY, SOL, FORGERY, UNAUTHORIZED SIGNATURE AND MATERIAL ALTERATION. |
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Term
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Definition
| IF CONTRIBUTED TO THE DEFENSE, OBVIATES FORGERY, UNAUTHORIZED SIGNATURE AND MATERIAL ALTERATIONS ARE THEN CHARACTERIZED AS PERSONAL DEFENSES |
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Term
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Definition
| NOT GOOD AGAINST HDC, BUT GOOD AGAINST PAYEE: MUTUAL MISTAKE; UNAUTHORIZED COMPLETION; UNFULFILLED CONDITION PRECEDENT, FRAUD IN THE INDCEMENT, FAILURE OF CONSIDERATION AND OTHER CLAIMS |
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Term
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Definition
| IS WITH MAKER OF NOTE OR DRAWER OF CHECK. SECONDARY LIABILITY OF ENDORSERS DEPENDS ON THE CHARACTER, EXTENT, AND CONDITIONS ASSOCIATED WITH THE INDORSEMENT |
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