1-103 |
1-207 |
2-201 |
2-202 |
2-204 |
2-205 |
2-206 |
2-207 |
2-208 |
2-209
2-302 |
2-305 |
2-306 |
2-313 |
2-615
- UCC � 1-103:
(p. 47)
- States that, unless specifically addressed, the principles of law and equity apply to all parts of the UCC (such as Promissory Estoppel).
- UCC � 1-207: (p. 48)
- A performance may be accepted under reservation of rights ("without prejudice"; "under protest")
- Except in the cases of accords and satisfaction ("payment if full")
- UCC � 2-201: (Statute of Frauds)
- A sale of goods $500 or more must be in writing.
- Sufficient Writing:
- Writing is still sufficient if some terms are missing or incorrect.
- Contract is not enforceable beyond quantity in writing.
- Writing in confirmation of contract counts, unless there is written objection within 10 days.
- Exceptions:
(a) Specially manufactured goods with substantial commitment. (part performance)
(b) Admission of exsitenceof contract. (admission)
(c) Payment or goods have already been accepted. (part peformance)
- UCC � 2-202 (Parol Evidence Rule) p50
Prior and contemporanious oral agreements are immaterial unless:
- the oral agreement explains or supplements terms of the written contract, and is consistent with other terms in the contract, or
- course of dealing or trade usage, or course of performance, supplements the contract,
except when the contract has been partially or completely integrated.
- UCC � 2-204 (Inchoate Agreements) p51
- (3) No need to agree on all elements of a contract in order to form a contract. Mostly just need an intention by both parties, and a "reasonably certain" basis for remedy.
- UCC � 2-205: (Firm Offers) (p. 51)
An offer is irrevocable when it is:
- In a signed writing
- With assurance that it will be held open (by its own terms)
The period of irrevocability will not exceed 3 months.
- UCC � 2-206: (p. 51)
- Acceptance can by done by any manner reasonable in the circumstances.
- When performance is a reasonable mode, if the offeror isn't notified within reasonable time, the acceptance may be considered lapsed.
- UCC � 2-207: (p. 51)
- Acceptance is valid even if it has addt'l or diff't terms
- When addt'l or diff't terms are "dicker" terms (material alteration), that term is not accepted.
This is a "knock out" doctrine. See CISG � 19 for "last shot" doctine.
- UCC � 2-208: (Order of Interpretation) p54
Order of interpretation of terms:
- Express terms
- Course of Performance
- Course of Dealing (past performance between parties)
- Trade Usage (performance within industry)
- UCC � 2-209: (Modifications, Waivers)
- Modification: needs no consideration, but must be in good faith and fair dealing, and should be unanticipated (no risk-bearing)
- Waiver: An attempt at oral modification may act as a wavier unless:
- A provision specifically states that modification must be made in signed writing (then modification must be separate and signed by both merchants)
- Contract modified is under Statute of Frauds (then modification must be pursuant to SF)
- Any waiver can be retracted by reasonable notification unless it would be unjust due to detrimental reliance.
- UCC � 2-302 (Unconscionability) p56
- If a court finds a contract or clause to be unconscionable, it may terminate the contract or enforce the contract without the clause.
- A party may offer evidence to help the court decide if a term is unconscionable.
- UCC � 2-305 (Unfixed Price Term) p58
- (1) If no price term is fixed, then the price is implied as a "reasonable price."
- (4) But, if there is no intention to agree without first fixing a price, and no price is fixed, then there is no contract.
- UCC � 2-306 (Good Faith Terms) p59
- A term that measures required quantity may be measured by good faith, unless the quantity is unreasonably disproportionate to a stated estimate.
- In exclusive dealings, best effort by seller to provide goods and best effort by buyer to promote sale is required.
- UCC � 2-313 (Warranty) p59
-
- UCC � 2-615 (Impossibility) p73
- Performance becomes impracticable
- Event non-occurrence is a basic assumption
- Not the fault of either party
- No risk assumption by either party
Forseeability is a key issue.
- Vienna Sales Convention (CISG) � 15:
- Offer can be revoked before acceptance is dispatched.
- But the contract isn't formed until the acceptance is recieved.
- Vienna Sales Convention (CISG) � 19:
- Any reply to an offer with material alterations is a counter-offer.
- This is a "last shot" doctrine. See UCC � 2-207 for "knock out" doctrine.
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