Formation
Whats an offer and acceptance? Include the requirements
Offer: manifestation of willingness to enter into a bargain. Must be (1) reasonable certain, (2) communicated to the offeree, and (3) not terminated prior to acceptance.
Acceptance: Offeree's unconditional manifestation of assent and the offeree can accept by any reasonable means (does NOT need to mirror offer)
UCC §___ and requirements for Statute of Frauds (sale of goods)
§2-201(1): K for sale of goods $500 or more must be in writing and that writing must:
(1)have evidence of K for sale of goods
(2) signed byt he party whom enforcement is sought
(3) state a quantity
UCC §2-___ Express Warranties definition
§2-313. Any affirmation of fact or promise, or description of the goods made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain. Buyer relies on this description.
UCC§___ finance lease
Finance Lease: a lease transaction that involves three parties: the supplier, the lessor, and the lessee.
General Rule - §2A-103(g): Requires for a finance lease that the lessor be unconnected with the leased good beyond financing their purchase, and that the lessee through control of the K of purchase be the one who cares about the good’s quality.
Seller’s Remedies in General - UCC §___
UCC §2-703:
Seller Specific Remedies
Art. 2-____Gap Filler requirements and section.
§2-305(1) Price term provides default price if parties intended to perform K, BUT
(1)fails to specify a price
(2)stated method or determining of price fails
THEN, price will be reasonable at the time of delivery
Factors: (1) context of agreement (2)price charged by similarly situated sellers (3) cost of goods (4) market rate
Price difference between Statute of Frauds in sale of goods vs. in Leases
SoF is for sale of good $500 or more.
SoF in a K for a lease over $1000
Whats puffery and the factors that determine it as so?
Opinion statements that are designed to oversell the products. Do NOT count/ not a warranty.
Factors:
1. Specific language is much more likely to be deemed an express warranty than is vague language
2. All other things be equal, a written stmt is more likely to be considered an express warranty than oral stmt.
3. Context in which seller's stmt would normally be important in deciding
4. Reasonablness of the buyer's reliance on the seller's stmt.
Contract Formation with Leases
§2A-204 the general formation rules for leases have the same flexible principles that guide formation for sales:
Buyer’s remedies, in General - UCC §___
§2-711:
Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract, the buyer may cancel and whether or not he has done so may in addition to recovering so much of the price as has been paid
Merchant's firm offer and the UCC number
§2-205 Merchant's firm offer:
- Makes a signed written offer to buy/sell goods
- writing gives assurance that the offer will be held open
-irrevocable for the lessor of the the time stated or a reasonable time NOT exceeding 3months.
UCC Section and Exceptions to the SoF
§2-201(2) Merchant Confirmation: oral K can be enforceable if one merchant sends another written confirmation of the parties oral K
§2-201(3)(a)Special Manufactured goods:K enforced if
-goods were specially manufactured by buyer
-goods aren't suitable for sale to others in ordinary course of business
-seller substantially began manufacturing the goods before receiving notice of repudiation
§2-201(3)(b) Judicial Admission: K is enforceable w/o writing if party against who enforcement is sought admits in his pleading or otherwise in court that a k for sale was made
§2-201(3)(c)Part-Performance: K enforceable w/o writing if: (1) goods have been received and accepted (2) goods have been paid for and accepted
Whats UCC §2-___ Implied Warranty of Merchantability
2-314. Implied in K if seller is merchant w. respect to goods. Goods must:
1. pass w/o objection in trade
2. if fungible, be of average fair quality
3. be fit for ordinary purpose
4. run of even kind, quality
5. be adequately labeled & packaged
6. conform to any promises or affirmations of fact on label
Distinguishing True Leases from Disguised Leases
-The original term of the lease is >/= remaining economic life of the good
-The lessee is bound to renew the lease
- the lessee has an option to renew the lease for the remaining economic life of the goods for no additional consideration
- The lessee has an option to become the owner of the goods for no additional consideration o
Ask: does the Economic life of the chattel exceed the lease term?
UCC §___ What are Resale Damages, when are they eligible and whats the formula
Seller Remedy §2-706: the seller’s right to resale damages
The seller is eligible for these damages whenever:
Formula: KP–RP+ID-ES
UCC ___ Battle of the forms and section
§2-207: Acceptance of K may be valid even if it contains additional terms or different terms to original offer
*If offeree sends a definite seasonable expression of acceptance or a written confirmation within a reasonable time---> K is formed
Difference between complete and partial integration
Complete Integration is the writing is considered to be the last word as to the agreement of the parties. Parole E is excluded!
Partial Integration is agreement is found partly in the record and partly in oral understanding. PE allowed IF consistent additional term and not contradictory.
Whats UCC §2-___ Implied Warranty of Fitness for Particular Purpose
2-315. If at the time of contracting, seller has reaosn to know that they buyer requires the goods for a particular purpose AND is relying on the seller's judgment or skill to provide or select suitable goods.
- Requires that the buyer have a specific purpose for the goods other than ordinary & customary purpose
-Buyer must show that the seller had reason to know of the buyers purpose & reliance.
Unconscionability with Leases - UCC ___ and Differences between unconscionability with respect to sales v. leases.
§2A-108: lease contracts are generally subject to rules regarding common law unconscionability.
Differences between unconscionability with respect to sales v. leases.
UCC §___ Whats the right to cover RS, test, and formula?
Buyer remedy. §2-712
General Rule: To cover, the aggrieved buyer must make “in good faith and without unreasonable delay any reasonable purchase of contract to purchase goods in substitution for those due from the seller”
Cover Formula = CC – KP + ID + CD – ES
Additional term requirements for non-merchants and merchants and exceptions.
If transaction isn't between merchants:
- any additional term only becomes a part of the contract if the original offer assents to them
If transaction is between merchants:
- additional terms will become apart of K UNLESS:
(1)offer expressly limits acceptance to offer's terms
(2)one of the parties objects to the additional terms
(3)additional terms materially alters the offer
UCC 2-___ Parol Evidence Rule definition and exceptions
Prior (oral or written) agreements are unenforceable if there is a completely integrated written contract. Exceptions:
1. Evidence offered to explain meaning
2. Agreements made after
3. Oral condition precedent to K effectiveness
4. Establishing a defense (fraud, duress, undue influfence)
5. Establishing equitable remedy
6. Establishing existence of collateral agreement
What is UCC §2-____Notice and UCC §2-___ Privity
Notice §2-607(3): The notice requirement requires a buyer to notify the seller of the breach “within a reasonable time after he discovered or should have discovered any breach.”
Privity §2-318
-Horizontal:
-Vertical:
Closing with Finance Leases UCC§____
§2A-407 General Rule: The only situation in which a finance lessee may revoke acceptance of the leased goods is where the finance lessee’s failure to discover the non-conformity before acceptance was reasonably induced by the lessor’s assurances
UCC §___ Damages for Non-Delivery or Repudiation and formula?
§2-713
Formula = MP – KP + ID + CD – ED