Comm Law Midterm

Ravenclaw

100

What are the Triplets? 

Hierarchy 

-Course of Performance 

-Course of Dealing 

-Trade Usage 

200

What is a merchant? 

Merchant " means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill

300

What is the firm offer rule? 

• Is the offeror a merchant?
• Has the merchant promised, in a signed writing, to keep its offer to sell or buy goods open or firm? Is so proceed to step 3

No consideration needed 

400

For additional terms to a contract, the additional terms becomes part of the contract for MERCHANTS unless: 

3 exceptions 

• (a) the offer expressly limits acceptance to the terms of the offer;
• (b) they materially alter it; or
• (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

500

Battle of Forms: If the parties are NON-MERCHANTS, what happens to the variant terms

the variant terms from the assent drop out unless expressly assented to by the offeror

Known as Knock Out Rule 

Hufflepuff

100

Do you need consideration for a Modification to be binding in UCC? 

Nope. 

Good Faith is required. 

200

3 ways to make an Express Warranty 

• Provides an affirmation of fact or a promise about the good;
• Describes the good; OR
• Identifies a sample or a model as representative of the good

300

What is Unconscionability? 

• rooted in disparity in bargaining power coupled with a contract term or terms that unreasonably favor the party with superior bargaining power.

400

Implied Warranty of Merchantability 

provides that a merchant seller implicitly promises that the goods contracted for are merchantable

500

Implied Warranty of Fitness for Particular Purpose 

3 Requirements 

1) The seller has reason to know of the buyers particular purpose;

2) The seller knows or has reason to know that the buyer is relying on the seller's skill or judgment to select or furnish suitable goods; &

3) The buyer actually relied on the seller.

Gryffindor

100

Who is liabile in a Shipment Contract? 

Risk of loss on the Buyer

-Once goods are placed in the hands of the shipper, liability is assumed by the buyer 

-Meaning, buyer must purchase insurance to cover loss of any damages, loss, or broken goods made while being shipped 

FOB city of seller 

200

Parol Evidence Rule 

Explain integration, complete or partial, contradictory terms vs supplemental 

Integration: Was the writing intended to be the final agreement between the parties? If so, integrated

Complete or partial: Now that the you know the document is integrated, figure out if its completely integrated or partially integrated.

Ask whether the parties would have CERTAINLY included the proposed term, if yes,

Then completely integrated and proposed term may not be added to the contract

Supplements or contradicts: if agreement is only partially integrated, the final step is to look at the additional term and if it contradicts the written document or merely supplements it.

If it does not contradict, it becomes part of the agreement.

300

What is needed for a diclaimer to be valid?

What can't you disclaim? 

Disclaimer must be Conspicuous (Not Hidden) 

-For Merchantability needs to state disclaimer of merchantability or by conspicuous 

-"As Is or With All Faults" is a disclaimer of all implied warranties 

Can't disclaim good faith 

400

Destination Contract 

Seller assumes liability until it reaches the destination

-Meaning if products are broken, damaged, or lost, seller is liable. Seller must make sure insurance covers transaction until goods reach destination.

FOB Buyer's city 

500

Exceptions to SOF for Merchants (5)

Reply Doctrine

Admissions

Specifically Manufactored Goods that can't be resold 

Partial Payment 

Partial Delievery 

Slytherin

100

Requirement Contract 

I (buyer) am going to buy ALL my supplies from you Mr. Seller 

 

-Buyer controls Quantity 

-Must be in good faith 

200

Requirements of SOF

For goods of 500 or more

• Writing must indicate that a contract for the sale of goods was made
• A quantity term, and 
• Must be signed by the party against whom enforcement is sought

300

Output Contract 

seller will sell buyer ALL the output 

Good faith runs 

400

Merger Clause 

A merger clause states that all promises and agreements are merged into the written document and that there are no other oral or written promises that are not contained in the agreement

500

When can a buyer revoke acceptance? 

1. The goods have a substantial nonconformity that impairs their value to the buyer.
2. The buyer initially accepted the goods because:

• The defect was hard to discover (latent defect).
• The seller assured the buyer that the issue would be fixed but failed to do so.
• The buyer must notify the seller of revocation within a reasonable time.

The buyer can return the goods and get a refund or damages.

Dobby

100

UCC will gap fill all terms except: 

-Subject Matter 

-Quantity 

200

What constitutes an acceptance? 

1) when buyer (after reasonable time to inspect) signifies to seller that the goods are conforming, or buyer plans to keep them even though non-conforming 

2) buyer fails to make effective rejection 

3) buyer does an act inconsistent with seller's ownership (starts using the items) 

300

For installement contracts, can you reject the whole contract if only one installment was nonforming? 

Yes, but only when non-conformity or default with respect to one or more installments SUBSTANTIALLY IMPAIRS the WHOLE CONTRACT THERE IS A BREACH OF THE WHOLE CONTRACT

Typically with installment contracts there is chance to cure by seller 

400

What is the predominant purpose test? 

what is the main purpose of the contract, WE MAINLY USE THE PPT BECAUSE UCC HAD ADOPTED IT, LOOK AT “BLOOD SWEAT AND TEARS OF THE SELLER”  

500

What is a disguised sale? 

when you lease but courts determine it is not a TRUE lease but really a sale 

-Look at nominal option price 

-If there is termination clause 

-Economic Reality of item when lease is up