Sales

What is the scope of UCC Article 2? What are "goods"?

Article 2 covers transactions in goods. Goods are tangible, movable things. Not covered: insurance policies, real property, spa memberships, or distribution agreements.

Is a house ever a "good"?

Normally no, it is real property. BUT it can be a good if it is removed from the land by the seller (for example, put on a trailer). Standing timber counts as a good whether severed or not.

Hybrid transaction (goods plus services): what is the default test?

The predominant purpose test. Ask whether the transaction is mainly for goods or mainly for services. If mainly services, Article 2 does not apply at all.

Gravamen test: what is the rule and when does it rescue a plaintiff?

If consumer goods are sold as part of a transaction, keep their character as goods after the work is done, and the loss or injury comes from a defect in the goods, then the UCC implied warranty rules apply EVEN IF the transaction was predominantly for services. (Sheehan case: defective diving board on an installed swimming pool.)

Are medical items (spinal plate, dentures, injections) goods under Article 2?

Arguably yes under the gravamen test, BUT courts generally do not put doctors under the UCC because medicine already has other oversight.

Is electricity a good?

Courts are split. Customers argue yes; utility companies argue the drafters never intended it. "Bad electricity" means outages or surges that cause damage.

A free grocery bag rips and injures the customer. Does Article 2 apply?

Yes. Even though the bag was given away rather than sold, the implied warranty of merchantability extends to the packaging of goods that are sold.

Is software a good?

It depends. Sellers argue it is only a license, not a sale. Buyers argue it is a good (it used to come in a box or on a disc). In the Simulato case, a programmer hired to convert existing software to another platform was providing a service, so Article 2 did not apply.

What are the two ways to qualify as a "merchant" under the UCC?

(1) A person who deals in goods of the kind, meaning they sell that type of goods for a living (like Walmart selling clothes); or (2) a person who, by their occupation, holds themselves out as having knowledge or skill peculiar to the goods or practices involved in the transaction.

A law student sells her car to a classmate. Does Article 2 apply? Does the implied warranty of merchantability arise?

Article 2 applies because it is a sale of goods. But the implied warranty of merchantability does NOT arise, because she is not a merchant who deals in goods of that kind (she does not sell cars for a living).

A teacher quits Friday and opens a clothing store Monday. Merchant? A farmer selling produce to a wholesaler?

Both are merchants with respect to goods of the kind. Farmers get no special treatment; they are treated like businesspeople.

When does the CISG (the international sale of goods treaty) govern instead of the UCC?

Any international sale of goods defaults to the CISG. Saying "Ohio law governs" is NOT enough to escape it, because the CISG is federal law and counts as part of Ohio law. The contract must EXPLICITLY exclude the CISG.

What are the basic requirements of the Statute of Frauds for sales of goods?

Sales of goods for $500 or more need a writing signed by the party you are trying to enforce the contract against. The writing must be perceptible or retrievable and have some authentication (an email signature, a symbol used as a signature, etc.). The contract is not enforceable beyond the quantity stated in the writing.

Does a signed check with "tank" written on the memo line satisfy the Statute of Frauds?

Yes. It is a signed writing even though it omits most terms. But the contract is not enforceable beyond the quantity it shows ("tank" is singular, so one tank only).

What are the three exceptions to the Statute of Frauds (enforceable even with no signed writing)?

(1) Specially manufactured goods that are not suitable for sale to others, once the seller has substantially begun making them; (2) the defendant admits in court or in pleadings that a contract existed; (3) payment was made and accepted, or the goods were received and accepted.

MIDTERM TRAP: a custom-engraved gun is nearly finished, and the buyer says "no writing, no deal." Who wins?

The seller. The Statute of Frauds is satisfied under the specially manufactured goods exception, because the maker began manufacturing goods that could not readily be sold to anyone else.

MIDTERM TRAP: the defendant stands up in court and says "there is no signed writing, so dismiss the case!" Result?

The case is not dismissed. By admitting in court that the agreement existed, the defendant satisfied the Statute of Frauds himself. An in-court or pleading admission counts.

A signed software development contract never states a quantity. Fatal under the Statute of Frauds?

No. The quantity is implied as "one software program." It is obvious from the nature of the deal.

What is the parol evidence rule for sales of goods?

A final written agreement cannot be CONTRADICTED by outside evidence. But it may be EXPLAINED or SUPPLEMENTED by (1) course of dealing, usage of trade, or course of performance, and (2) consistent additional terms, unless the court finds the writing was intended to be the complete and exclusive statement of the deal.

What does a merger clause block, and what does it NOT block?

A merger clause (a clause saying "this writing is the complete and exclusive agreement") blocks consistent additional terms. It does NOT block evidence of course of dealing, usage of trade, or course of performance.

MIDTERM TRAP: an oral side deal to pay $40,000 when the written contract says $50,000. Admissible?

No. Parol evidence that CONTRADICTS the written agreement is always barred. The written price controls.

What is the test for whether a "consistent additional term" gets into evidence?

Ask: if the term had really been agreed to, would it naturally have been included in the writing? Free flying lessons thrown into an airplane sale might plausibly be left out of a technical contract, so that evidence gets in. A full return-and-refund policy is a core term that would never be left out, so that evidence stays out.

Columbia Nitrogen v. Royster: what was the holding about course of dealing?

Evidence that the parties had not enforced minimum purchase quantities in past dealings was admissible to explain and supplement the contract, because the written agreement was SILENT on the point. If the writing is silent, the outside evidence does not contradict it.

How easily is a sales contract formed? (Formation basics)

A contract may be made in any manner sufficient to show agreement, including conduct by both parties. There is no need to pinpoint the exact moment of formation. Open terms do not kill the deal as long as the parties intended a contract and there is a reasonably certain basis for a remedy; courts can fill gaps (for example, with the market price).

What is a firm offer and what does it require?

A firm offer is an offer by a merchant, in a signed writing, giving assurance it will be held open. It is irrevocable for the time stated, with no payment needed to hold it open. Per class: the seller must sign. An oral promise to hold an offer open is NOT binding (the car dealer who sold the car overnight owed nothing).

A seller ships the wrong (non-conforming) goods. Acceptance of the offer or not?

Shipping non-conforming goods IS an acceptance (and a simultaneous breach of contract), UNLESS the seller promptly notifies the buyer that the shipment is offered only as an ACCOMMODATION (a favor or substitute suggestion). The accommodation notice turns the shipment into a counteroffer, so no contract exists yet.

MIDTERM TRAP: buyer orders silver forks; seller ships gold forks with a letter saying they hope these work as a substitute. Was a contract formed?

No. The letter is an accommodation notice, which turns the shipment into a counteroffer. The buyer can accept or reject the gold forks, but there is no contract and no breach.

A seller ships defective fuses immediately after receiving the order. When was the contract formed, and can the seller argue "no contract, because our defective shipment did not match the offer"?

The contract was formed at the moment of shipment. And no, the seller cannot make that argument: shipping non-conforming goods still counts as acceptance (plus breach). The rule exists precisely to kill that kind of technicality.

A painter starts a job while the homeowner is out of town and never tells them. Is there a contract?

No. Where starting the work is a reasonable way to accept, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed. Notification is required.

In the battle of the forms, when does an acceptance containing new terms still form a contract?

A definite expression of acceptance forms a contract even if it states additional or different terms, UNLESS the acceptance is expressly made conditional on the other side agreeing to those new terms. That conditional language is called a proviso clause, and it turns the response into a counteroffer.

Does a proviso clause appear in a purchase order or a confirmation?

The confirmation. It converts what would otherwise be an acceptance into a counteroffer.

Between merchants, what happens to ADDITIONAL terms in an acceptance?

They automatically become part of the contract UNLESS (a) the offer expressly limited acceptance to its own terms, (b) the new terms materially alter the deal, or (c) the other side already objected or objects within a reasonable time.

Is an arbitration clause a "material alteration" in the battle of the forms?

Yes. The method of settling disputes is a huge issue, since arbitration strips away the protections of litigation and the oversight of a judge. So it drops out as a material alteration.

What is the knockout rule?

When both parties' forms contain conflicting material terms, the conflicting terms knock each other out. The contract is then silent on that issue, and the UCC's default gap-filler rules (like the automatic implied warranties) fill the hole.

Buyer's form demands a 2-year warranty; seller's form disclaims all warranties; neither reads the other's form; the goods ship anyway. What are the terms?

The parties' conduct formed a contract. Its terms are whatever the two forms agree on, plus UCC gap-fillers. The conflicting warranty terms knock each other out, and the implied warranties arise automatically to fill the silence.

Diamond Fruit Growers: what counts as assent to a proviso clause (a "this is only an acceptance if you agree to our terms" clause)?

Silence is NOT assent. The party that sent the conditional terms needs unequivocal, written agreement to them. Simply performing the contract does not drag the other side into those terms.

Eggs are delivered in ugly recycled-drinking-straw cartons after the seller's confirmation claimed the exclusive right to choose packaging. How do you analyze it?

Battle of the forms. If the packaging clause is an immaterial addition, it becomes part of the contract and the seller is safe. If it is material, it drops out, and the buyer can argue the grotesque cartons breach the implied warranty of merchantability (packaging must be adequate and pass in the trade).

How have internet sales changed the battle of the forms?

They largely eliminated it. Instead of businesses exchanging forms, buyers now go to the seller's website and must click to accept the seller's terms before buying, so the seller's terms simply govern.

What does the warranty of title promise, and who makes it?

It promises the title conveyed is good, the transfer is rightful, and the goods are free of any security interest or lien the buyer does not know about. It arises in ALL sales contracts. The seller does NOT have to be a merchant.

How can a seller disclaim the warranty of title?

ONLY with very specific language or circumstances that give the buyer reason to know the seller is not claiming title. "As is" or "all warranties disclaimed" is NOT enough (the Moore stolen-car case). It takes something like: "Seller makes no warranty as to the title to the goods, and buyer assumes all risks of nonownership."

What circumstances defeat the warranty of title even without any disclaimer language?

Circumstances that tell the buyer no title is being promised, like buying a "Rolex" at a bargain price from a stranger in a bus-station restroom. But note: a dealer reselling repossessed goods DOES still make the warranty of title, so those resale buyers are protected.

What does a merchant seller warrant about patent or trademark infringement, and what is the exception?

A merchant who regularly deals in goods of the kind warrants the goods are free of any third party's infringement claim (your Walmart purse will not be confiscated as counterfeit). BUT if the BUYER supplies the specifications, the buyer must protect the seller from infringement claims arising from following those specs (your custom car design copies someone's patent, that is on you).

What are the three ways an express warranty is created?

(1) An affirmation of fact or promise about the goods; (2) a description of the goods; (3) a sample or model. Each must be part of the BASIS OF THE BARGAIN, meaning it is part of why the buyer bought. No magic words like "warrant" or "guarantee" are needed.

Where is the line between puffery and an express warranty?

Statements of value, opinion, or general praise are puffery and create no warranty. Measurable, factual claims create an express warranty. "A-1 shape," "will fulfill your dreams," and "looks wonderful" are puffery. "Gets 30 to 35 miles per gallon in the city" and "can be applied with any paste" are express warranties.

MIDTERM TRAP: a saleswoman says "here is a racket that will fulfill your dreams!" and the buyer's dream was a wooden racket. Express warranty?

No. "Fulfill your dreams" is puffery, an unmeasurable statement of praise. No express warranty, no claim.

A seller's statement is made AFTER the contract is signed. Express warranty?

No. It cannot be part of the basis of the bargain if the buyer had already agreed to buy (for example, being told "this makeup is used by a famous star" only after signing).

An advertisement the buyer never saw: can it still create an express warranty?

Normally it would fail the basis-of-the-bargain requirement. BUT courts created an exception: if the ad was running when the purchase was made, the seller is held to the warranty in the ad EVEN IF the buyer did not see it. Rationale: it is in the public interest to hold sellers to their advertising. (The color-changing wig case.)

When does the implied warranty of merchantability arise?

It is automatically implied in every sale by a merchant with respect to goods of the kind, meaning someone in the business of selling that product (a car dealership, a grocery store). Serving food or drink for money also counts as a sale.

What does "merchantable" require the goods to be?

At minimum: they pass without objection in the trade under the contract description; are of fair average quality (for interchangeable bulk goods); are fit for the ORDINARY purposes such goods are used for; are of even kind, quality, and quantity; are adequately contained, packaged, and labeled; and live up to any promises on the container or label.

The Shafer case: a wine glass shatters in a restaurant customer's hand. Is this covered by the implied warranty of merchantability?

Yes. Food and drink served for money are goods, and the warranty covers the container or packaging too, not just what is inside it.

The Webster case: a diner is injured by a fishbone in fish chowder. Breach of the implied warranty of merchantability?

No. Naturally occurring substances in fresh food are to be expected; the court called eating chowder a "gustatory adventure." Same result for an olive pit that cracks dentures: it is natural to the food, so no breach.

A driver crashes and is injured by the car's interior. The seller argues a car's purpose is driving, not crashing. Does the implied warranty of merchantability reach this?

Yes, in effect. Accidents are a foreseeable part of driving, so a reasonably safe interior is part of a car's ordinary purpose. Makers must take some care for crashworthiness.

What are the elements of the implied warranty of fitness for a particular purpose?

(1) At the time of contracting, the seller has reason to know the buyer's PARTICULAR purpose for the goods; AND (2) the buyer actually RELIES on the seller's skill or judgment to select suitable goods. Unlike merchantability, this applies to ALL sellers, not just merchants of goods of the kind.

A buyer saw an ad, walked into the store knowing exactly which heater he wanted, and the clerk (who knew the room well) sold it to him. The heater works fine but cannot heat the room. Any warranty claim?

No. Fitness for a particular purpose fails: the clerk knew the purpose, but the buyer did NOT rely on the clerk's judgment, since his mind was made up from the ad. Merchantability also fails: the heater itself worked fine; nothing was wrong with the good.

A paint store mixes a second can that does not match the first, and the dried paint gives off a foul odor. Which warranties are breached?

The odor breaches the implied warranty of merchantability: paint that stinks when dry would not pass in the trade and is not fit for ordinary use. The color mismatch breaches the implied warranty of fitness for a particular purpose: the clerk knew the buyer needed a match to finish the same room and the buyer relied on the store's mixing. The mismatch alone is NOT a merchantability breach.

How do courts treat attempts to disclaim EXPRESS warranties?

Very skeptically. Warranty-creating words and disclaimer words are read together where reasonable, and the disclaimer is ignored where that reading is unreasonable. Courts construe disclaimers narrowly, and sellers usually cannot hide behind the parol evidence rule, UNLESS the contract contains a merger clause. With a merger clause, the buyer likely loses (like the buyer promised great gas mileage orally who could not get around the merger clause).

Is a clause saying "no salesperson has authority to give warranties beyond this contract" effective?

Courts do not like these. Sellers are responsible for what their salespeople say and should train them to tell the truth.

What does it take to disclaim the implied warranty of merchantability?

The language must actually MENTION the word "merchantability," and if it is in writing, it must be CONSPICUOUS (bold, large type, set off from the rest). An oral disclaimer is technically possible.

What does it take to disclaim the implied warranty of fitness for a particular purpose?

The disclaimer must be in WRITING and CONSPICUOUS. It does not have to mention "fitness"; general language works, such as "there are no warranties which extend beyond the description on the face hereof."

What is the "as is" shortcut for disclaiming warranties?

Phrases like "as is" or "with all faults," which everyone commonly understands to mean no warranties, disclaim ALL implied warranties without needing to say "merchantability." They still must be conspicuous ("AS IS" painted in large letters across a windshield works). But "as is" does NOT disclaim express warranties or the warranty of title.

MIDTERM TRAP: a contract says "the buyer purchases the goods with all faults." What is disclaimed?

Both implied warranties: merchantability AND fitness for a particular purpose, even though the word "merchantability" never appears. "With all faults" is one of the recognized common-understanding phrases.

How does a buyer's examination (or refusal to examine) the goods affect implied warranties?

If the buyer examined the goods or a sample as fully as desired, OR refused to examine after the seller DEMANDED it, there is no implied warranty for defects that examination should have revealed. A polite offer to look is not enough; it takes a refusal in the face of a demand.

The Cate case: a warranty disclaimer was placed inside a section titled "Warranty." Effective?

No. A disclaimer buried in a section labeled "Warranty," in the same font as everything else, is not conspicuous, and it is misleading to title a section "warranty" when it takes warranties away. Disclaimers must be set off from the rest of the text (bolded, larger, etc.).

A used-car contract says in fine print: "there are no express or implied warranties that are part of this sale." Effective disclaimer?

No, for two reasons: it is not conspicuous, and it never mentions "merchantability." To fix it: add the word merchantability and make the clause stand out visually.

What can sellers do to limit remedies in the contract?

They may add to, substitute, or limit remedies, for example limiting the buyer to repair-or-replacement of defective parts, or to return of the goods and refund of the price. A limited remedy is optional unless the contract expressly says it is the EXCLUSIVE remedy. But there must always be some fair minimum of remedy left; a seller cannot wipe out every remedy entirely.

When can consequential damages be limited or excluded?

Generally they can be, UNLESS the limitation is unconscionable. Key rule: limiting consequential damages for PERSONAL INJURY caused by CONSUMER GOODS is presumed unconscionable. Limiting purely commercial (money) losses is fine.

What does it mean for a remedy limitation to "fail of its essential purpose"? (The defective yarn case)

A remedy limitation fails when it leaves the buyer with no real remedy for defects that could not reasonably be discovered within the limit. In Wilson Trading, yarn color defects only appeared after washing, but the contract barred all claims made after processing or 10 days. That gutted every remedy, so it failed. Minimum adequate remedies must always survive.

A snowmobile with a repair-only clause and a consequential-damages exclusion explodes, injuring the rider. Sort out which damages the buyer recovers.

Hospital bills and lost pay flow from personal injury, so the exclusion is presumed unconscionable and the buyer recovers those. The destroyed camera, the rental replacement, and the machine itself are economic losses, so the exclusion stands for those. And after repeated failed repairs plus a serious injury, the repair-or-replace limit fails of its essential purpose.

What is the perfect tender rule?

In a single-delivery sale, if the goods or the delivery fail to conform to the contract IN ANY RESPECT, the buyer may reject the whole, accept the whole, or accept any commercial unit or units and reject the rest. (Contrast installment contracts, where rejection requires substantial impairment.)

What is a "commercial unit"?

A unit of goods that the trade treats as a single whole, where dividing it would hurt its value: one machine, a suite of furniture, a carload, or a horse statue that ships in six boxes. Accepting part of a commercial unit counts as accepting the entire unit.

What is the seller's right to cure, and what are its two branches?

(1) If the delivery deadline has not passed, the seller may notify the buyer and cure within the contract time. (2) Even after the deadline, if the seller REASONABLY BELIEVED the goods would be acceptable, the seller gets a further reasonable time to substitute a conforming delivery.

What is "shaken faith" and how does it limit the seller's right to cure?

After repeated failed repair attempts, or a frightening failure (an engine that explodes on the drive home), the buyer may reasonably lose all confidence that any cure will fix the problem. At that point the buyer can argue no offered cure, even a brand-new replacement of the same model, actually cures the defect.

Wilson v. Scampoli: a new TV has a red tinge, the seller wants to take it to the shop, and the buyer demands a brand-new set. Who wins?

The seller. A seller may cure where it can do so without great inconvenience, risk, or loss to the buyer, and briefly taking the TV to the shop to diagnose the problem is not a great inconvenience. The buyer cannot demand a new unit immediately.

What are the mechanics of a rightful rejection?

Rejection must happen within a reasonable time after delivery, and the buyer must promptly NOTIFY the seller. After rejecting, the buyer must not act like the owner of the goods, must hold them with reasonable care long enough for the seller to retrieve them, and then has no further obligations.

What happens if a buyer rejects without stating the specific defect?

If the defect was one a reasonable inspection would reveal, the buyer cannot rely on that unstated defect later (a) where the seller could have cured it if told in time, or (b) between merchants, after the seller requested in writing a full and final list of all claimed defects.

What special duties does a MERCHANT buyer have for rightfully rejected goods?

Follow the seller's reasonable instructions (covering the goods, shipping them back, etc., without having to incur unreasonable expense). If no instructions come and the goods are perishable or will quickly lose value, the merchant buyer must make reasonable efforts to sell them for the seller, and is entitled to reimbursement of expenses plus a normal sales commission.

What are the three ways a buyer ACCEPTS goods?

After a reasonable chance to inspect, the buyer (a) tells the seller the goods conform or that they will keep them despite problems; (b) fails to make an effective rejection; or (c) does any act inconsistent with the seller's ownership, like drag racing the new car around town or modifying the goods and using them in advertising.

What are the consequences of accepting goods?

The buyer must pay the contract price for goods accepted; acceptance blocks rejection of those goods; the buyer must notify the seller of any breach within a reasonable time after discovering it OR LOSE ALL REMEDIES; and the burden of proving breach shifts to the buyer.

The horse statue problem: the buyer swapped the tail for his own design, painted the statue black, and used it in ads for months. Rejection or acceptance?

Acceptance. Replacing the tail, repainting, and using the statue in extensive advertising are acts inconsistent with the seller's ownership. The buyer must pay, though with proper notice he can still sue for the cost of a conforming tail since the delivered tail did not match the model.

When can a buyer REVOKE an acceptance?

Only where the defect SUBSTANTIALLY IMPAIRS the goods' value to that buyer, AND the buyer accepted either (a) reasonably assuming the defect would be cured and it never was, or (b) without discovering the defect, because it was hard to discover or because the seller gave assurances. Revocation must come within a reasonable time, and the revoking buyer then has the same rights and duties as a rejecting buyer.

The Waddell motorhome case: what is the two-part test for substantial impairment, and how did the court handle the "you waited too long" defense?

Subjective part: does the defect defeat THIS buyer's particular needs? Objective part: would the defect substantially impair the value to anyone? Shaken faith counted: an unreliable, stressful, potentially unsafe motorhome is substantially impaired. And the months spent letting the seller attempt repairs did NOT count against the buyers' reasonable time to revoke.

The lobster problem: 50 live lobsters shipped, 20 arrive dying. Run through the buyer's rights and duties.

Failure to notify the buyer of the shipment is only grounds for rejection if that failure CAUSED the harm (here it did not; bad handling did). The buyer may reject the whole shipment OR keep the good lobsters and reject the bad. The buyer must notify the seller of rejection within a reasonable time and state the grounds. The buyer must follow the seller's reasonable instructions, like re-shipping if the seller pays freight. And because lobsters are perishable, if no instructions come, the buyer must try to resell them for the seller's account.

What is an installment contract, and what does it take to reject one installment?

One contract requiring or authorizing delivery in separate lots that are separately accepted (even if it contains a clause calling each delivery "a separate contract"). The buyer may reject an installment ONLY if its defect SUBSTANTIALLY IMPAIRS the value of that installment and cannot be cured. If it can be cured and the seller gives adequate assurances of cure, the buyer must accept that installment.

Why is it harder to reject an installment than a single delivery?

Policy. The law does not want parties blowing up ongoing contracts over trivial defects, and a seller in a long-term relationship has a built-in incentive to treat the buyer well, so the buyer needs less protection than in a one-off sale.

When can a buyer cancel an ENTIRE installment contract?

When defects in one or more installments substantially impair the value of the WHOLE contract, for example month after month of broken statues followed by a shipment of paintings by mistake. At some point "enough is enough" and the buyer can reject the installment and cancel the rest.

Warranty of title versus warranty of merchantability: who makes each one?

Warranty of title: EVERY seller, merchant or not, in every sale unless properly disclaimed. Warranty of merchantability: ONLY merchants who deal in goods of that kind.

Merchantability versus fitness for a particular purpose: what triggers each?

Merchantability: the goods must work for their ORDINARY purpose; arises automatically when the seller is a merchant of goods of the kind; no reliance needed. Fitness for a particular purpose: the seller must know the buyer's SPECIAL purpose AND the buyer must actually rely on the seller's judgment in picking the goods; any seller can make this one.

The disclaimer specificity ladder: what does it take to disclaim each warranty?

Warranty of title: very specific language about title and the buyer bearing the risk of nonownership. Merchantability: must say the word "merchantability" and be conspicuous. Fitness for a particular purpose: must be written and conspicuous, but general language is fine. All implied warranties at once: "as is" or "with all faults." Express warranties: nearly impossible to disclaim once made.

Accommodation shipment versus acceptance-by-shipment: what is the difference?

Shipping the wrong goods silently = acceptance of the offer plus an immediate breach. Shipping the wrong goods WITH a prompt notice that they are offered only as an accommodation = a counteroffer, meaning no contract yet and no breach.

Rejection versus revocation of acceptance: compare them.

Rejection happens BEFORE acceptance and is easy: ANY nonconformity justifies it under the perfect tender rule, as long as the buyer acts within a reasonable time and notifies the seller. Revocation happens AFTER acceptance and is hard: it requires SUBSTANTIAL IMPAIRMENT plus an excuse for having accepted (the buyer assumed cure was coming, or the defect was hard to discover, or the seller gave assurances). Time spent allowing repair attempts does not count against the buyer.

A merger clause: which evidence does it kill and which survives?

It kills consistent additional terms and oral express warranties (like the salesman's gas mileage promises). It does NOT kill evidence of course of dealing, usage of trade, or course of performance.

Statute of Frauds versus parol evidence rule: one line each.

Statute of Frauds asks: is there enough evidence that a contract for the sale of goods EXISTS at all? Parol evidence rule asks: once there is a final writing, WHICH TERMS can be proved?

Additional terms versus different (conflicting) terms in the battle of the forms.

Additional terms go through the between-merchants analysis: they come in automatically unless they are material, were objected to, or the offer limited acceptance to its own terms. Different terms that directly conflict with the other form knock each other out, and the UCC's default rules fill the gap.

Puffery drill. Classify each: "A-1 shape" / "mint condition" / "goes on with any paste" / "30 to 35 miles per gallon" / "will fulfill your dreams" / "dries immediately"

Puffery / probably puffery (hard to measure) / express warranty / express warranty / puffery / probably puffery (hard to measure, though closer to a factual claim).

Natural versus foreign substance in food: which breaches the implied warranty of merchantability?

A natural substance (a fishbone in chowder, a clam shell, an olive pit) is expected in fresh food, so no breach. A foreign object would breach. And a defect in the container or packaging (a shattering wine glass) breaches, because the warranty covers packaging too.