Terminology
All things which are movable at the time of identification to the contract for sale; includes unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty
What are goods?
2-105(1)
A clause indicating that a document is intended to be a final statement of the contract's terms
What is a merger clause?
The price that buyer must pay for any accepted goods
What is the contract price?
The step which must take place prior to passing of title
Market Price - Contract Price + Incidental + Consequential - Expenses Saved = ?
What are market damages under 2-713?
A person who has knowledge or skill peculiar to the practices involved who by his occupation holds himself out as having such knowledge or skill
What is a business practices merchant?
2-104(1)
If the terms sought to be admitted to a final expression would certainly have been included in the written agreement had the parties, in fact, agreed to those terms, those additional terms will be inadmissible
What is final expression plus?
2-202 cmt 3
Standard by which buyer must establish nonconformity of goods to justifiably revoke acceptance
What is substantial impairment?
2-608 cmt 2
Assuming no breach, the time at which risk of loss passes to the buyer in a shipment contract
What is when seller duly delivers goods to the carrier?
What is the price at the time when the party learned of the repudiation?
The majority approach for a breach of implied warranty arising when a consumer finds a foreign object in food
What is the reasonable expectations doctrine?
Seller and Buyer signed a 2 page document on May 1 containing quantity, parties, and price, but leaving out time and place of delivery. In several prior transactions, Seller has delivered goods to buyer 2 weeks after the contract date. This time, Seller didn't deliver the goods for 3 weeks. Buyer brought a breach claim and sought to have their prior dealings introduced as evidence. Seller objected. Who will prevail?
Who is buyer?
The three ways to accept goods
What is (1) communicating acceptance to the seller after inspection, (2) failing to effectively reject, and (3) acting in a way inconsistent with seller's ownership?
What is May 10?
2-401(3)(b): for goods identified at time of contracting, title passes at time and place of contracting
Sections under which buyer may recover if seller fails to deliver
2-502, 2-711, 2-712, 2-713, 2-716
Voluntarily leaving a good with a merchant
What is entrustment?
2-403(2)
Rule stating that COD, COP, and TU are admissible to supplement an agreement under PER 2-202 unless they completely negate an express term
What is the complete negation test?
Buyer and Seller agreed to a contract for sale of 10,000 cartons of milk. The cartons were delivered to Buyer, who then rightfully and effectively rejected them. Upon notifying Seller of the rejection, Buyer requested instructions as to what to do with the cartons, but Seller failed to provide any. Buyer must ...
What is make a reasonable effort to sell them for seller's account?
2-603(1)
The code section which states that the time at which risk of loss passes is a default rule subject to displacement by express agreement of the parties
What is 2-509(4)?
Buyer purchases a video game console from Seller. The console blows up, injuring both Buyer and his brother, destroying the console, and burning a hole through the TV stand. In an Alternative A jurisdiction, Buyer may recover ...
What are damages in both contract and tort?
The principle that any third party claim asserted against the buyer's title, regardless of the ultimate outcome, will be sufficient to breach the warranty of title
What is substantial shadow?
Evidence offered to prove there was a condition of the contract that did not occur, preventing contractual obligations from taking effect as the parties agreed or excusing contract performance, will always be admissible
What is the condition precedent exception?
Buyer emailed a purchase order to seller on March 10, requesting seller to ship 100 machine components to buyer for $1,000. On March 11, seller received the purchase order and shipped the components to buyer. On March 13, buyer accepted the components. The next day, buyer noticed that the components did not conform to the measurements provided to seller in the purchase order. Buyer promptly called seller and revoked acceptance of the goods, ordering that the seller come pick them up. Seller notified buyer of its intent to cure, but buyer refused to allow cure. If seller sues buyer for breach in a majority jurisdiction, who will prevail?
Who is buyer?
2-508(2): since this section does not mention revocation after acceptance, majority of courts conclude seller has no right to cure after justifiable revocation
Sarah took her moped to Hank's Ole Moped Shop for repairs and consignment sale. The moped was sold to Sam without Sarah's knowledge. Sam paid fair value and was unaware that the moped was Sarah's. Sam has ...
What is good title?
Buyer in NC entered into a contract with seller in SC for sale of 200 computers for $4,000. The computers were delivered to buyer in NC on June 1. On June 10, buyer discovered a nonconformity resulting in a breach of warranty. Buyer promptly notified seller, and spent $1,200 repairing the computers to perform properly. Buyer incurred $100 in incidental damages. How much can buyer recover under 2-714?
2-714 Formula: VGW - VGA + I + C