Fit to be Tied
Article 2 of the UCC governs contracts for this (or where this is the contract's predominant purpose).
The 1) Sale [transaction] of 2) Goods.
The definition of merchant for UCC purposes.
A person who deals in goods of the kind contemplated in the contract, or someone with knowledge or skill peculiar to the same who holds herself out as having such knowledge or skill.
This warranty, implied in all UCC contracts by default unless limited or modified, guarantees to the buyer that the seller has an unencumbered right to transfer ownership of the transacted goods to the buyer.
Warranty of title.
Constituting the entirety of the agreement, interpretation of this type of contract is limited to the four corners of the document.
Fully integrated.
When an Article 2 contract is silent on time for performance, it is due at this time.
Within a reasonable time under the circumstances.
Accept.
Under UCC Article 2, merchants are held to this when engaged in commerce, as compared to non-merchants.
A higher standard.
An assertion made by a seller about a good that forms the basis for a buyer's purchase.
Express warranty.
Object in a timely manner.
When acceptance of an Article 2 contract between merchants includes a material change to a term, the contract forms with competing terms being this.
Knocked out.
When responding to an offer, any change to the offer's terms is a rejection and counteroffer, unless all parties to a contract are this.
What are merchants?
A firm offer meeting these elements does not require consideration to bind the offeror to keep it open.
1) A writing
2) Signed by a merchant
3) Specifying the intent to keep the offer open
4) For a reasonable time up to three months
This warranty is implied when a buyer expresses an intended use of a good and relies on the expertise of a seller to determine which good will perform as intended. It can only be disclaimed in writing.
Implied warranty of fitness for a particular purpose.
This exception to the parol evidence rule permits a party to introduce terms extrinsic to the contract discussed prior to purported formation.
Conditions precedent.
When an Article 2 contract's terms are sufficient to be enforceable but ambiguity or silence as to a term exists, courts may do this.
Fill gaps.
A contract that secures the entirety of what a manufacturer can produce is called an output contract; a contract that binds a manufacturer to produce what is necessary to satisfy a buyer's demand is call this.
A requirements contract.
During a course of performance between merchants, the parties can do this without additional consideration if assent is mutual.
Modify the contract.
This covenant, inherent in all contracts, requires honesty in fact and the observance of reasonable commercial standards.
Good faith and fair dealing.
A clause specifying what an aggrieved party may recover upon a finding of breach that, if reasonable, contracts around traditional award calculations.
Liquidated damages.
The two types of Article 2 contracts that do not specify quantity because their inherent purpose is to do so throughout the course of performance.
Requirements and outputs.
An advertisement that specifies a limited availability of a good and details the means for a recipient of the advertisement to secure the advertised good can be this so long as the recipient performs as directed.
Enforced (as a contract).
When a verbal offer between merchants that triggers the Statute of Frauds is accepted without the agreement being reduced to a writing and signed by the parties, either party can do this, which will be binding as an exception to the SoF unless the other party objects in a timely manner.
Send a confirmatory memorandum (must be sufficient in its description and delivered such that the other party is certain to receive it).
This warranty serves as an assurance that goods sold by a merchant are suitable for their usual or customary purpose; it can be disclaimed verbally or in writing as long as the disclaimer states the warranty by name.
Implied warranty of merchantability.
This term is required for Article 2 contract formation and cannot be gap-filled.
Quantity of goods.
When parties to a contract claim breach or ambiguity, courts will use these three reference points to determine what the parties intended or permitted [in descending order].
1) Course of performance,
2) Course of dealing, and
3) Trade usage.