Chapter 19

Tangible, movable personal property

Transfer of title to goods from seller to buyer for a price

A transfer of rights to possession & use of goods in return for consideration

Leases by a merchant to an individual who leases for personal, family, or household purposes

Special type of lease transaction generally involving three parties: (1) Lessor; (2) Supplier; (3) Lessee

Governed by Article 2 of UCC

Governed by Article 2A of UCC

To modernize, clarify, simplify, and make uniform rules regarding sales and leases.

UCC requires all sales and leases to be performed w/ honesty in fact. (GF also requires merchants to observe reasonable commercial standards.

• Definiteness of an Offer
• Irrevocable Offers under the UCC
• Variant Acceptances
• Manner of Acceptance
• Consideration
• Statute of Frauds

UCC provides standards by which missing essential terms may be supplied for sales of goods (open terms provision)

UCC recognizes both option contracts & firm offers.

The inclusion of different or additional terms in an acceptance is addressed by focusing on the intent of the parties ("battle of the forms provision")

An acceptance in any reasonable manner is effective when sent

• 1.) Contract Modification - a.) UCC contracts may be modified w/out new consideration if made in good faith. b.) Writing requirment applies for K's if K price is still over $500 after the modification (if so, modif must be in writing too)
• 2.) Firm Offers - Are not revocable for lack of consideration

UCC Ks priced at $500 or more must be evidenced by a signed writing to be enforceable.

• Return reply can have additional requirements/terms and still be valid. Must ask:
• 1.) Has contract been formed?
• 2.) What are the terms? (additional or different)

• If the acceptance is definite and unconditional,
• then a K has been formed.

• Additional Terms:
• Between Merchants – becomes part of the K unless: (1) The offeror objects w/in a reasonable time, or (2) Materially changes the bargain.
• Not between merchants – does not become part of
• the K; a “mere suggestion”

• 1.) Some States – the terms of the offer control
• 2.) Other States – look to the UCC for guidance, If the UCC does not address the issue, then look to prior dealings, trade usage, industry custom, etc. for guidance.