Contracts: U.C.C.
Terms
undefined, object
copy deck
- UCC – 2-204 (2)
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I. An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined
Comment: where the interchanged correspondence does not disclose the exact point at which the deal was closed, but the actions of the parties indicate that a binding obligation has been undertaken. - UCC 2-606
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1. Acceptance occurs when buyer:
a. After reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he will take or retain them in spite of their non-conformity; or
b. Fails to make effective rejection but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or
c. Does any act inconsistent with the seller’s ownership; but if such act is wrongful as against the seller it is an acceptance only if ratified by him
2. Acceptance of a part of any commercial unit is acceptance of that entire unit - UCC 2-602
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• Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller
• Subject to the provisions of the two following sections on rejected goods
• After rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; and
•If the buyer has before rejection taken physical possession of goods in which he does not have a security interest under the provisions of this article, he is under a duty after rejection to hold them with reasonable care at the sellers disposition for a time sufficient to permit the seller to remove them; but
• The buyer has no further obligations with regard to goods rightfully rejected
• The seller’s rights with respect to goods wrongfully rejected are governed by the prov of this article on seller’s remedies in general - UCC 2-207
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1. A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms
2. The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:
o The Offer expressly limits acceptance to the terms of the offer,
o They materially alter it,
o Notification of objection to them has already been given or is given within a reasonable amount of time after notice is received
3. Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this act
o Comment: supposed to deal with two types of situations: oral agreement reached or informal correspondence followed by writings that are dissimilar
o Comment: material alter = negating standard warranties, merchantability or fitness, trade usage allows greater leeway’s, clause reserving seller power to cancel upon the buyers failure to meet any invoice when due, complaints made in time shorter than usual - UCC 2-305
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1. The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time of delivery if
a. Nothing is said as to price OR
b. Price left to be agreed by the parties and they fail to agree OR
c. The price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded
2. A price to be fixed by the seller or by the buyer means a price for him to fix in good faith
3. When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his option treat the contract as cancelled or himself fix a reasoable price. - UCC 2-308
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Unless otherwise agreed...
a)The place for delivery of goods is the sellers place of business or if he has none his residence, but
b)In a contract for sale of id goods which to the knowledge of the parties at the time of contracting are in some other place that place is the place for their delivery.
c) Doc of title may be delivered thru customary banking channels. - UCC § 2-309
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1. The time for shipment or delivery or any other action under a contract if not provided in this Article or agreed upon shall be a reasonable time
2. Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party
3. Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable. - UCC § 1-304
- Every contract or duty within the UCC imposes an obligation of good faith in its performance and enforcement
- UCC 2-209
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1. The time for shipment or delivery or any other action under a contract if not provided in this article or agreed upon shall be a reasonable
2. Where the contract provides for successive performance but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.
3. Termination of a contract by one party except on the happening of an agreed event required that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable. - UCC § 2-104
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1. Merchant means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge to skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill
3.Between merchants – means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants. - UCC § 2-105
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1. Goods – means all things which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities and things in action – also includes unborn young of animals and growing crops and other id things attached to realty as described in 2-107.
2. Goods must both exist and identified before any interest in them can pass.