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Title can't pass under a K for sale prior to what under 2-401?
identification of the goods to the K
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Any retention or reservation by the S of the title in goods shipped or delivered to the B is limited to what under 2-401?
a reservation of SI
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How does title pass from the S to the B under 2-401?
in any manner and on any conditions expicitly agreed on by the parties
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Typically when and where does title pass from the S to the B under 2-401?
at the time and place at which the S completes performance with reference to the physical delivery of the goods
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When and where does the title pass from S to B in a shipment K under 2-401?
at the time and place of shipment
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When and where does the title pass from S to B in a destination K under 2-401?
title passes on tender at the destination
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A rejection or other refusal by the B to receive or retain the goods, whether justified or not, or a justified revocation of acceptance does what to title of the goods under 2-401?
revests title in the S which is NOT a sale
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What is the general rule about the transfer of title in 2-403?
you can only give the title that you have and nothing more
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Can a person with voidable title transfer a good title to a GFPFV under 2-403?
yes
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Any entrusting of possession of goods to a M who deals in goods of that kind gives him the power to do what under 2-403?
transfer all rights of the entruster to a BIOCOB
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When determining whether a purchaser is a BIOCOB, are you looking to the S or the B?
based on the S and his business
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What is the definition of good title, real title, or clear title?
plain title...either you have it or you don't
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What is a void title?
- it isn't a title at all but is rather the absence of title
- generally used when referring to theft
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What is voidable title?
- something in the middle b/t void title and clean title
- generally used when referring to a swindler or fraudster
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If there is a chain of possession involving theft, is the original owner entitled to get his property back from the ultimate purcahser?
yes - the purcahser from the theif bears the RoL and is in a better position to guard against this by checking into the item's history and seeking proof of ownership
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What are the 4 instances under 2-403 by which a purchaser can obtain voidable title?
- the transferor was decieved as to the identity of the purchaser
- delivery was in exchange for a bad check
- X was to be a cash sale
- delivery was procured thru fraud that would constitute larceny
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Is the original owner entitled to get his property back from the ultimate purchaser who bought from someone with voidable title?
Not if the ultimate purchaser can show that she is a GFPFV
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What constitutes a GFPFV?
- must be a purchaser
- must have given value
- must have been acting in good faith when took the goods
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Does buying property that you actually know the S doesn't rightfully own qualify you as a GFPFV?
no
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What constitutes entrusting under 2-403?
- any delivery (no matter what) AND
- any acquiescence in retention of possession
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What passess at the sale of an entruster?
- you have to go back to the rights of the entruster
- if a M that deals in goods of that kind then has power to transfer all his rights to the BIOCOB
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What are the criteria for being a BIOCOB?
- buyer of goods
- good faith
- can't know violates rights
- buy in ordinary course of S business
- sale happens the way the S usually sells his stuff
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What test is used in determining whether a M is one who deals in goods of that kind?
fundamental nature test
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What are the 3 general policy reasons for placing the RoL on the entruster?
- (1) protects the innocent B who believes the M has legal title to the goods and can therefore pass good title to another
- (2) entruster is in better position than the innocent B to protect against the risk that an intermediary won't pay for or deliver the goods
- (3) entrustment clause facilitates the flow of commerce by allowing B to rely on a M's apparent legal right to sell goods
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In addition to proving the M's actual vocational status under 2-403, what must also be shown in order for the entrusting provisions to apply?
that the original owner and ultimate B were aware of that status
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When does identification of goods under 2-501 occur?
when the individual item(s) become separated out from the whole world of other such articles and are designated as the particular goods
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Must the goods be in a deliverable state or must all of the S duties with respect to processing the goods be completed in order for identification to occur?
No
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In the absence of an agreement what are the 3 ways identification occurs under 2-501?
- (1) when K is made if the goods already exist and are identified
- (2) future goods - when goods are shipped, marked, or otherwise designated by the S as goods to which the K refers
- (3) crops when planted and young when conceived provided these goods are to be delivered w/in 12 months of K
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Is the mere making of the K with reference to an undivided share in an identified fungible bulk sufficient for identification under 2-501?
yes if there is no explicit agreement otherwise
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The general policy is to resolve all doubts in favor of identification which has been read by commentators to favor what?
the earliest possible moment of identification for which an argument can be made
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The manner, time, and place for tender are determined by what generally under 2-503?
the agreement and Article 2
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What does tender of delivery require the S to do under 2-503?
put and hold conforming goods at the B disposition and give the B any notification reasonably necessary to enable him to take delivery
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What are the particular rules regarding tender of delivery under 2-503?
- (1) must be a at reasonable hour
- (2) goods must be kept available for a period reasonably nec to enable the B to take possession
- (3) B must furnish facilities reasonably suited for receipt of the goods
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What is the default rule regarding the effectiveness of tender for goods lost in transit under a shipment K?
the tender is effective even if the goods are lost in transit provided the shipment method was reasonable
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Under a destination K, the S is responsible for doing what to effectuate tender?
getting the goods to the B
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Under a shipment K, the S is responsible for doing what to effecuate tender?
- get the goods in the hands of the carrier
- obligated to send the goods off properly but not responsible for their actually getting their
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Where the S is demanding payment on delivery, what must he first allow the B to do in order to avoid impairing his tender?
inspect the goods
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What determines what is a reasonable hour for tender and what constitutes a reasonable period for holding the goods available?
UoT and circumstances of the particular case
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What is the definition of a shipment K under 2-504?
one in which the S is required or authorized to send the goods to the B and the K doesn't require him to deliver them at a particular destination
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Between shipment and destination Ks, which is the default?
shipment K
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What are the 3 requirements for shipment by S under 2-504?
- (1) put goods in possession of carrier and make reasonable K for transport
- (2) obtain and promptly deliver or tender any doc nec for B to obtain possession of goods
- (3) promptly notify B of the shipment
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Who is responsible for getting the goods to the B under a shipment K?
the carrier
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Must the goods be conforming for there to be tender under a shipment K?
yes
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What is used to determine whether the S has promptly notified the B of the shipment under 2-504?
the totality of the circumstances
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How is the requirement of prompt notice under 2-504 construed as taking into consideration?
the needs of the B to be informed and sufficient time to take action to insure against loss
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Failure to notify the B or make a proper K under 2-504 regarding shipment K is grounds for rejection only if what?
a material delay or loss ensues
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If the S fails to follow the requirements of 2-504 for a shipment K but no material delay or loss ensues, what must and may the B do?
- B must accept the goods
- B may pursue other damages
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Does the responsibility of the S under a shipment K to make a proper K of carriage make the S a guarantor of the carrier's service or that there will be no trouble along the way?
no...the S is required to make a reasonable K of carriage, not a foolproof one
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Does the S have an obligation under 2-504 to investigate the amount and terms of insurance held by the carrier?
no
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Tender of delivery is a condition to the B's duty to do what under 2-507?
accept the goods and to pay for them
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Tender entitles the S to what under 2-507?
acceptance of the goods and to payment according to the K
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Where payment is due on delivery to the B of goods, his rights against the S to retain or dispose of them is conditional on what under 2-507?
making the payment due
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When the B has rejected NCG and the time for performance has not yet passed, what can the S do under 2-508(1)?
seasonably notify the B of his intention to cure and then do so w/in the K time
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When the B has rejected NCG and the time for performance has already passed, when can the S still attempt to cure under 2-508(2)?
when the S had reasonable grounds to believe the goods would be accepted
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What is the criteria for S cure under 2-508(2) when time for performance has passed?
- (1) S reasonably believed B would accept
- (2) seasonably notifed B of willingness & ability to cure
- (3) cure w/in a reasonable time
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If a S is attempting to cure under 2-508(1) before the time for performance has passed, is the B obligated to allow the S a chance to cure?
yes
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Does the shaken faith doctrine apply to the S ability to cure under 2-508?
yes - it is the standard used to determine when B may reject S's attempts to cure
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Does the S have a right to cure when the NCG is a piece of art?
no and the B isn't obligated to accept the substitute
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What kinds of repairs and adjustments are means by which an imperfect tender may be cured?
minor repairs and reasonable adjustments
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Is a B obligated to accept substantially repaired goods under 2-508?
no
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For the S to have the right to cure after performance under 2-508(2), is it nec that the S have knowledge of the defect?
no only that he act in GF and have a reasonable expectation that the original goods would be accepted
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If the S cures under 2-508(2) after the time of performance, does the B still have a claim for damages?
yes
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If there is a "no replacement" clause in a K, what is its effect on the S's ability to cure under 2-508?
the S is held to rigid compliance
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What determines what constitutes a reasonable time to substitue a conforming tender under 2-508?
the attending circumstances
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If the S can't assure the B that he will soon make a conforming tender but only that he would try to do so, does this constitute seasonable notice under 2-508?
- no an effective offer to cure requires more
- must be both willing and able to deliver the goods!!!
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If the S tenders something he knows to be different from what is promised but which he could reasonably expect wouldn't be any less valuable or desirable in the eyes of the B, does this satisfy the requirement that S have reasonable grounds to believe goods would be accepted under 2-508(2)?
yes
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If the S tenders knowing of some defect int he goods with which the B will probably be unhappy but which the S wouldn't expect to prompt a rejection b/c the defect doesn't appear that great or troublesome, does this satisfy 2-508(2)?
yes
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The argument that the S wouldn't reasonably expect the B to reject NCG really on works for what?
minor defects
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Is the S limited to only one attempted cure under 2-508?
no
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Under the shaken faith doctrine can a B eventually reject repeated offers of cure, even if each attempt at cure is in itself successful?
yes
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The RoL tends to follow the party that is more likely to have what?
insurance on the goods unless the parties otherwise agree
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When determining who has the RoL, does who actually has insurance on the goods matter?
no
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If the S is a non-merchant, when does the RoL shift to the B under 2-509?
at the time of tender
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If the S is a M, when does the RoL shift to the B under 2-509?
on receipt (taking physical possession)
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What is the central issue in determining who has the RoL under 2-509?
who has actual control of the goods at the time of loss
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Is the cost of shipment the same thing as RoL?
no and these may belong to different parties of the K
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Must the S deliver conforming goods to the carrier for RoL to shift to the B under a shipment K pursuant to 2-509?
yes
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In a shipment K, when does RoL pass to the B under 2-509(1)(a)?
when the goods are duly delivered to the carrier pursuant to the rules of 2-504
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In a destination K, when does RoL pass to the B under 2-509(1)(b)?
when the goods are tendered so as to enable the B to take delivery
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Can a S act as his own bailee for purposes of RoL under 2-509(2)?
no this must be a 3P
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When does RoL pass to the B when the goods are held by a bailee under 2-509(2)?
- (1) on receipt of possession or control of doc of title covering the goods
- (2) on acknowledgment by the bailee of the B rights to possession of the goods
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Are the parties to a K free to allocate RoL any way they wish under 2-509?
yes but language must be clear and conspicuous and mention RoL specifically
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Is boilerplate language in a SA speaking only of the B obligation to keep the goods insured at all time sufficient to shift the RoL to the B?
no
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What is the definition of a bailee?
a person engaged in the business of storing goods for hire
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If the tender or delivery of goods is such that the B would have the right to reject, who bears the RoL under 2-510?
the S until cure or acceptance
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If the B rightfully revokes acceptance, who is treated as having the RoL and from when under 2-510(2)?
treat the RoL has having rested on the S from the beginning to the extent of any deficiency in B's insurance coverage
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Does the S privilege of cure shift the RoL under 2-510?
not until the cure is completed
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If the B repudiates or is otherwise in breach before the RoL has passed to him, what may the seller do regarding RoL under 2-510(3)?
may treat the RoL as resting on the B for a commercially reasonable time to the extent that the S insurance is deficient
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In cases where there has been a breach of K, if the one in control of the goods is the aggreived party, whatever loss or damage may prove to be uncovered by his insurance falls on whom under 2-510?
the rotten dirty breacher
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If the K requires payment before inspection, the NC of goods doesn't excuse the B from paying except in what circumstance under 2-512?
NC appears w/o inspection
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Where the K requires the B to pay before inspecting the goods, does that payment constitute an acceptance, impair the B right to inspect, or impairy any of his remedies under 2-512 in the event of default by the S?
no
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Where the goods are tendered or delivered or identified to the K for sale, the B has a right b4 payment or acceptance to do what under 2-513?
inspect them in any reasonable place and time and in any reasonable manner
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If the S is required to send the goods to the B, does the B still have the right to inspect them after their arrival under 2-513 b4 making a payment or accepting them?
yes
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Who bears the expenses of inspection under 2-513?
the B but these may be recovered from the S if the goods don't conform or are rejected
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If the place or method of inspection is fixed by the parties, is this presumed to be exclusive under 2-513?
yes
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If the place or method of inspection is fixed by the parties under 2-513 does this postpone identification, shift the place for delivery, or pass the RoL?
no
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Does the B have right to inspect even if the sale of goods is "as is" under 2-513?
yes
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What determines whether the inspection was at a reasonable time/place and in a reasonable manner?
CoPCoDUoT
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If the parties clearly intended the method of inspection named in their K to be a necessary condition w/o which the entire deal is to fail, what is the result if that method becomes impossible under 2-513?
the K is avoided
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If the parties were merely seeking to indicate a convenient and reliable method for inspection when they included it in their K, what is the result if that method becomes impossible under 2-513?
it may be substituted by any other reasonable method of inspection
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