1. definateness of terms
    there will be term "gap fillers" and the definateness will be looser then with regular contracts. silence to price can be determined by courts by fair market value. modern trend would see " cost plus fair profit" as enforceable, by using the standard " reasonable price at the time of delivery"

    the ucc provides that even i fone or more of the terms are open, then they can be determined if there was the intent to be in a contract and there is a reasonably certain basis for giving appropriate remedy ( market value)

    • price determined reasonble at time of delivery if:
    • silent to price, left to be agreed uopn and they fail to agree, or fixed to a third party or the market value.

    NOTE: there is no provision for quantity under the UCC, this will differ then : all that they require" which is exclusivity.
  2. place of delivery U.C.C.
    at the sellers place if no otherwise identifird, unless both parties knew of a third place.
  3. time for delivery UCC
    if not specified, then within a reasonable time
  4. payment UCC
    when buyer is to recieve goods and at the place as well..
  5. duration of contract UCC
    if calls for sucessive performances, then for as long as is reasonable, and either party can cancel, unless otherwise agreed.
  6. generally about UCC gap fillers
    must contain enough terms to show intention of a contract.
  7. price to be determined later by one party UCC
    is enforceable under the good faith... however, if unreasonable, then can cancel the contract or set the term himself. if to be set by another party and is not set by the fault of one party, the other party may also cancel or set the price.
  8. UCC general
    • for sale of goods..
    • this is a statute. does not cover mistake.... when there is no specifity, common law applies.
  9. ucc- firm offers
    a firm offer by a merchant to buy or sell, is irrevokable for a stated peroid( or reasonable if not stated) IF these conditions are met.

    • 1. written and signed
    • 2. irrevokability stated.
    • 3. sale of goods
    • 4. offer by merchant only
  10. termination by one party except by a specified event previously areed upon
    " requires that reasonable notification by the party." so NO NOTICE agreements are invalid.called unconscionabality

    • might be held to an implied reasonable period of notice, may not be illusionary, also, with no notice, might not be illusionary because of the violation of UCC 2-209(3) WOULD make invalid promise. meaning not an illusory promise, its called a 2-209(3) violation:)
    • because 2-209(3) is a statute which limits the right to cancel time.
  11. good faith
    1-203 provides that terms which are undeclared or ambiguous can be so and not be illusonary because of the good faith clause does not allow unlimited discression.

    but for price setting, there is more..
  12. price settingt
    if a party has been given the right to set a price 1-305 ( 2) must do so in good faith, weather or not conrtact specifically states. THIS MAKES THE UCC PRICE SETTING ENFORCABLE..... specifically
  13. output and requirement contracts
    2-306(2) best efforts to supply goods, and best efforts by seller to promote thier sale

  14. definition requirement contract and output
    • requirements: buyer agrees to purchase all they require from a certain seller
    • output: seller agrees to sell all of his output to a certain buyer.
  15. requirements/options
    • assumes the enforcability of this contract.
    • good faith:

    • merchant
    • can not be grossly disporportionate to estimates 2-306( 1)
  16. going out of business
    is a detriment in itself...may be limited by good faith obligation.

    • if going out of business due to profitibiliyt, may be in violation of the contract.
    • a requirement buyer might go out of sale for lack of orders ( OK)
    • but shutting down to prevent losses under the contract might not be.
  17. modification UCC
    • contradicts the legal duty rule.
    • modifications are binding without consideration. fairness not required... but good faith
  18. waivers
    waiver of a right is enforcable without consideraton uless properly withdrawn.
  19. written release of obligation
    • under the Cal civil code.
    • written waiver will release the original debt.
  20. full payment checks
    • if a creditor cashes a full payment check, his entire claim is discharged.1. good faith tendered as to satisfy the debt
    • 2. contains ( check or note included) a statement of satisfaction of debt.3. not of a dispute ( bona-fide).

    • exception:
    • 1. is an orginization
    • 2. if within a reasonable time creditor sends a note to debtors to send payments to specific person, address, or office.
    • 3.the checl is not sent to that place or person.
    • 4. the creditor did not know that the check was tendered in full satisfaction of the debt ( in timely fashion)

    • 5.repayment of full payment within 90 days.
    • 6. an orginization and did not specify a cartain office or person for payment AND did not know of full tender.
  21. unrelied -upon donative goods
    under cal civ code. writing is deemed consideration
  22. offers= auctions
    • with reserve= there is a minimum...
    • placing object on the block is an invitation, not an offer. therefore can be rescended.
    • each bid automitically discharges all earlier bids ( 2-328(2))
    • which means: if a bid is withdrawn before it is acceoted, auctioneer is not free to accept earlier bids.an auctioneer can reject any and all bids if so desired

    withour reserve: can not be withdrawn, unless no bid made in a reasonable time.however bids can be withdrawn at anytime untill sccepted.

    to determine with or without reserve: is determined to be with reserve unless otherwise stated.
  23. acceptance UCC
    • even if terms differ... a seasonable acceptance holds.( unless specifically made to address the changed terms)
    • " a definate and seasonable acceptance will suffice regardless ofdifferent or additional terms, unless acceptance is expressly made conditional on assent to the additional or different terms" like delivery date, then no contract...because of non accpetance, because terms are different.

    there might be a question of what is clear acceptance.possible that an acceptance with price or ammount different may not be considered an accpetance.
  24. different terms:
    • under ucc...
    • article 2 applies depends on both parties are non merchants or not...

    • if NON- MERCHANTS:
    • different or different terms are not part of the contract

    • if terms are different
    • 1.majority:knock out rule and then if an impotant term drops out,
    • 2.minority:different terms are part, unless offer limits different terms, materially alter contract, offeror notifies in reasonable time.
    • 3. drop out but different terms as part of the offer are part.
    • if additional
    • part
    • unless:- offer limits, materially alter, reasonable notice of rejection.
  25. written confirmation
    follow all the same rules as the other acceptances mantioned earlier.
  26. conditional assent as a clause
    • dramaitc: no contract is formed.
    • however, if there is peformance by both parties, then a contract has been " admitted" and is thus ... relied upon as per 2-207(3)
    • and different terms drop out.
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