FIN 240 Chapter 12: UCC Sales of Goods

Vocabulary flashcards covering core terms, legal definitions, and distinctions in Chapter 12 of FIN 240 regarding the Uniform Commercial Code (UCC) and international sales of goods.

UCC (Uniform Commercial Code)

A code adopted in state law to govern commercial transactions, with Article 2 specifically governing sales of goods.

Article 2

UCC rules governing transactions in goods, which may apply to both merchant and nonmerchant sales.

Goods

Movable, generally tangible items identified to a contract (e.g., a commercial freezer, but not ordinary services).

Merchant

A person who deals in goods of the kind or holds out relevant business knowledge or skill, to whom special UCC rules can apply.

Firm offer

A merchant's signed written assurance to hold a goods offer open without consideration, with irrevocability generally limited to three months.

Open terms

Missing terms that the UCC may fill if intent to contract exists, although quantity ordinarily must be specified (with exceptions).

Gap filler

A UCC default rule that supplies an omitted contract term, such as price, place, or time.

Title

Legal ownership of goods, which is not identical to risk of loss.

Risk of loss

Responsibility for accidental destruction or damage to goods, which may shift based on agreement and delivery rules.

Void title

No ownership right to pass to a buyer; a thief generally cannot convey good title.

Voidable title

Defeasible ownership that may permit transfer to a good-faith purchaser under specific rules; distinct from a thief's void title.

CISG

Convention governing qualifying international sales of goods, which generally excludes consumer sales.