UCC Contracts
Article 2 of the UCC applies
What is the sale of goods?
express warranty
This person is given the authority to act on behalf of and can bind or act on behalf of a principal.
What is an agent
This simple business structure is owned by one person and is unincorporated
What is a sole proprietorship
This federal agency was created by congress to prevent fraud, deception, and unfair business practices against consumers
what is FTC (federal trade commission)
The UCC defines a merchant as
Someone who deals in goods of the kind involved in the contract and by occupation, represents himself as having knowledge and skill with regard to the goods in question
this particular type of damages are identified before a contract breach occurs?
liquidated damages
The main difference in conduct between an employee and a contractor is the level of ___________ the employer maintains
what is control
This type of business form is disfavored because it allows for the personal liability of all business debts/obligations/losses to be shared amongst all parties, equally.
What is a partnership
Two remedies for cease-and-desist order violations under the FTCA are
•injunction against company;
•Fine company up to $10,000 per violation
The UCC contract, absent this open term, will fail
What is quantity
This type of warranty arises when the seller knows the purpose for which buyer is purchasing goods, and the buyer relies on the seller’s judgment to recommend/select a product for that purpose
implied warranty
This type of agency is formed when a principal leads someone to believe another individual is his agent, but the principal has no agreement with the presumed agent
Agency by Estoppel
This entity is defined as a state-sanctioned business with legal identity separate and apart from its owners
Name three debt collection practices expressly prohibited by the FDCPA
•Contacting debtor at work (if debtor’s employer objects)
•Contacting debtor who has notified collection agency that he/she wants no contact with agency
•Contacting debtor before 8 a.m. or after 9 p.m.
•Contacting third parties about the debt (Exceptions: contacting debtor’s parents, spouse, or financial adviser)
•Using obscene/threatening language when communicating with debtor
•Misrepresenting collection agency as a lawyer/police officer
What essential element of a contract is not required when modifying a contract under the UCC?
What is additional consideration
sellers' warranties may extend to what type of 3rd party beneficiaries
-all reasonable and foreseeable users
-anyone injured by the good
When an agent engages in unauthorized acts and the third Party believes there is a mistake in the agent's authority, what type of liability would the Agent and Principal incur?
-Agent not liable
-Principal not liable
This type of Corporation occurs when the business has not met the requirements of state incorporation, but courts recognize it as a corporation for most purposes to avoid unfairness to third parties who reasonably believed it was properly incorporated
"De facto” corporation
This Act requires that sellers disclose terms of credit/loan to facilitate consumer’s comparison of a variety of credit lines/loans
What is the Truth-In-Lending Act
This type of buyer may be protected from financial loss even when the item they purchased was stolen from another, but first, they must meet what two requirements?
-buyer in the “ordinary course of business"
-good faith purchaser
Name 4 remedies available under the UCC for seller breach
•Cancel Contract
•Obtain “Cover”
•Sue to Recover Damages
•Recover Goods
•Obtain “Specific Performance”
•Reject Non-Conforming Goods
•Revoke Acceptance of Non-Conforming Goods
•Accept Non-Conforming Goods and Seek Damages
Respondeat Superior results in what type of liability
Principal/employer liable if employee wrongfully injures third party
What does it mean to pierce the corporate veil and what are three ways in which it can be done.
•Piercing corporate veil: Shareholders personally liable when they have used corporation to engage in illegal/wrongful acts
•Corporation lacked adequate capital when initially formed
•Corporation did not follow statutory mandates regarding corporate business
•Shareholders’ personal interests and corporate interests are commingled
•Shareholders attempt to commit fraud through corporation
The Federal Trade Commission regulates what four industries
•Used-Car Sales
•Funeral Home Sales
•Real Estate Sales
•Online Sales