R5/M2 contracts part 3

UCC sales article applies to the sale of goods which is defined as _____

all things movable

The following are excluded from the sales article and are covered by common law contracts:

personal services and real estate, intangible personal property, fixtures

someone who deals in goods of the kind sold, or, who has special knowledge regarding the goods being sold

merchant

the UCC imposes an obligation of ____ on ___ parties to a sales contract

good faith, both

certain offers by merchants are irrevocable without consideration for:

the time state, or if no time is stated, for a reasonable time, but in no event longer than three months

to qualify as a merchants from offer:

the seller must be a merchant, the offer must be in writing and signed by the merchant, the offer must give assurances that it will be kept open for a certain time

Under the sales article an acceptance will be effective even if it:

states new or different terms, new or different terms are ignored unless the contract is between merchants then the offeror’s original terms will govern the contract

Under UCC, a modification of a contract for the sale of goods is ____ even _____ HOWEVER

enforceable, without consideration, both parties must agree to the modification and the modification must be sought in good faith

the UCC statue of limitations is:

Four years from the time the contract was breached

Four exceptions in UCC for statute of frauds:

specially manufactured goods, written confirmation between merchants, contracts admitted in court, contracts that have been performed to an extent

For delivery and risk of loss as a general rule, the sellers basic duty is to:

hold conforming goods for the buyer and give the buyer reasonable notice to enable the buyer to take the delivery

for risk of loss to pass. STEP 1

goods must be identified

for risk of loss to pass STEP 2

parties must agree on contract terms

for risk of loss to pass STEP 3

default rules apply in the absence of an agreement

with shipment contracts, risk of loss passes to the buyer when the goods are _____

delivered to the carrier

with destination contracts, risk of loss passes to the buyer when the goods ________

reach the destination and seller tenders delivery