UCC

2-204

100

What is 2-204?

Formation in general

200

Under the 2-204, define reasonable manner & mode

any manner sufficient to show agreement

mode - words, written (express), or conduct

300

What is movement of formation under 2-204?

formation of agreement (time) may be undetermined

accepts extra terms and abolishes MIR

400

What is the basis for remedy?

quantity of goods

500

If terms are left open, why does the contract for sale not fail?

What do you do when terms are left open?

-reasonably certain basis for an appropriate remedy (price and quantity)

-intent to be bound

-doesn't have to have material terms (SM - goods, parties - merchant & consumer, price, ToP)

Use gap fillers for open terms, found in 2-300, if no gap fillers found -- move to common law

2-205

100

What is 2-205?

firm offer

200

Is consideration necessary under 2-205?

no

300

who? what?

by merchant, written and signed

whats a signature? anything

400

irrevocable if

written

signed by merchant

no time period stipulated -- no longer than 3 months

500

How does time apply to 2-205?

Offer irrevocable for 3 months unless other time specified

offer cannot be held open longer than 3 months

if longer than 3 months - can be renewed for as long as specified by parties, or give consideration 

move to CL

2-206

100

What is 2-206?

offer and acceptance

200

Under 2-206, define reasonable form and manner

written, oral, fax, etc.

promise to ship - bilateral

shipment of conforming goods - unilateral

300

Silence

no notice of acceptance causes lapse [of offer]

silence is not acceptance

400

accomodation

acts as counteroffer

notice - either with or before shipment of non-conforming

500

shipment of non-comforming goods

acceptance and breach

UNLESS given notice - counteroffer (accomodation)

2-207

100

What is 2-207?

battle of forms

200

What is magic language? Example?

"i accept as long as you accept my additional terms"

unless you require the other party to expressly agree to addditional/differnt terms

300

2-207(1)

rejects mirror image rule

can accept w/ additional or different terms

magic language - acceptance is made conditional, no = no contract, yes = contract, never saw language = contract by conduct

400

2-207(3)

knock-out rule

terms of contract are ones matching, any additional terms are knocked out and parties should go to 2-300s for gap fillers

500

2-207(2)

MvM & MvC

additional terms, no magic language

MvM - offer expressly limits acceptance to terms of offer, materially alters (off. comm. 4 & 5), offeror objects already or within reasonable time

MvC - add. terms come in if: consumer knowledge of add. terms, how and when to reject, have right to reject

Concepts and Definitions

100

What does the UCC Govern?

define 

sale of goods

2-105

tangibles

moveables

fungibles (equal)

200

What is the PPT?

predominant purpose test 

1. language of the contract (sales/service, buyer/seller, equipment, parts)

2. nature of business (what they do)

3. reasons the parties entered into contract (main goal)

4. how was the money paid (when/proportion)

-- CL = service, pay now hourly

-- UCC = goods, pay over time itemized

300

SC majority rule

california rule - inclusion of additional or different terms under 2-207(2) are treated the same

400

What is gravaman test?

look at what went wrong?

defective goods = UCC

bad service = CL

500

hardship & surprise

2-207 official comment 4 

• clause negating such standard warranties as that of merchantability or fitness for a particular purpose in circumstances in which either warranty normally attaches
• clause requiring a guaranty of 90% or 100% deliveries in a case such as a contract by cannery, where the usage of the trade allows greater quantity leeway’s
• clause reserving to the seller the power to cancel upon the buyer’s failure to meet any invoice when due
• clause requiring that complaints be made in a time materially shorter than customary or reasonable

NOT hardship & surprise -- official comment 5

• clause setting forth and perhaps enlarging slightly upon the seller’s exemption due to supervening causes beyond his control, similar to those covered by the provision of this Article on merchant’s excuse by failure of presupposed conditions
• clause fixing in advance any reasonable formula of proration under such circumstances
• clause fixing a reasonable time for complaints within customary limits, or in the case of a purchase for sub-sale, providing for inspection by the sub-purchaser
• clause providing for interest on overdue invoices or fixing the seller’s standard credit terms where they are within the range of trade practice and do not limit any credit bargained for
• clause limiting the right of rejection for defects which fall within the customary trade tolerances for acceptance “with adjustment“ or otherwise limiting remedy in a reasonable manner