Uniform Commercial Contract (U.C.C.)
Governs transactions in the sale of goods. Goods are movable, tangible items which are identifiable in the contract.
One who regularly deals in the kinds of goods in question or holds themselves as having special knowledge concerning the good in the contract.
An Agreement between two or more parties creating an obligations that are recognizeable or enforceable at law.
- An outward manifestation of present contractual intent with clear and definite terms, communicated to the offeree.
- UCC- If time of preformance , quantity and price are missing......They can be gap filled as follow time is reasonable, quanitity is required contract, price is fair market price.
- The unequivocal Assent to the terms of the offer
- UCC- Additional terms with become part of the offer unless: 1. acceptance is based on the offeror acceptance of of terms which materially change the offer, 2 Offeror previously objected to terms, 3 orignial offeror notifies the offeree he objects to additional terms in a commercially reasonable time.
A firm offer is an irrevocable written offer made by a merchant without consideration, for the time specificed in the offer, if no stated time, for a period of time longer than 3 months.
Good Faith means duty of honesty in fact and the observance of reasonable Commercial Standards of fair dealing.
- A bargain in exchange of a legal detriment. The promise must induce the detriment and the detriment must induce the promise.
- UCC- consideration is not required as long as parties act in good faith.
The offeror is the master of the offer and can revoke at anytime before acceptance.
Rejection is afforded to the offeree to refuse the offer.
Statute of Frauds
Oral Contracts for Marriage, sales or transfer of land, Sale of goods for more than $500, Debt of another(surety) and Contract which cannot be preformed in 1 yr.
Generally any oral agreement before or contemporaneous to the written contract will not be admitted.
Exceptions to Statute of Frauds.
- Marriage- Sufficient Memorandum contains essential terms, signed by party charged.
- Property- Part Performance (possession, pays taxes etc.)
- Debt of Another- Main purpose Doct
- More than one yr- Full performance
- sales of goods - receipt of goods
Exceptions to Parol Evidence
- Formation defenses ( fraud, duress, mistake, ambiguity)
- Establish Subsquent Agreements
- Separate consideration
- Naturally omitted terms
- Course of performance, course of dealing, and trade usage.
- Existence of a condition precedent to legal effectiveness
SWAP - DIVE
Substantial performance, Waiver, Anticipatory repudiation, Prevention
Divisibility, Impractibility, Voluntary disablement, Estoppel
Discharge of duty
IM FOR SANDI
Impossiblity, Modification, Frustration of purpose, Occurrence of a condition subsequent, Rescission, Substitute Contract,Accord and Satisfaction, Novation, Defenses, Impracticability
after contract is formed, due to an event, performance becomes objectively impossible to accomplish
Frustration of Purpose
Due to an unforeseen event, the value o the contract, as agreed to by the parties is totally destroyed. the K can be preformed but the purpose is frustrated.
Perfect tender rule
If goods delivered or tender of delivery fails in any respect to conform to the contract, buyer my reject in whole, accept in whole, accept any commercial unit and reject rest.