UCC stuff off the top of my head. This will be a good break from civ pro, and I'm doing K tomorrow anyway. Sale of goods (regardless of price) triggers these rules:
2-207 battle of forms (typically arises when merchants exchange boilerplate forms and the 2nd party adds/changes something):
Additional/different terms between merchants become part of the K, unless...
(1) offeree makes acceptance conditional on assent by offeror to additional terms
(2) offer limits acceptance to the terms of the K, K materially changed by addition/change, or offeror objects w/in reasonable time (or is it 10 days? no)
(3) knockout rule: If parties conduct themselves as if a valid K was formed even though there is a different term, the different term is knocked out of the K, left to be interpreted or renegotiated by the merchant parties (bit unclear on this)
Perfect tender rule: Goods must conform in all aspects ("perfect tender"), or buyer may reject, accept, or accept in part if commercially divisible.
- Seller has right to attempt to cure if there is time left for performance, if seller gives seasonable notice to buyer of intention to substitute. Make the delivery w/in deadline
- Seller has right to attempt to cure after performance deadline, if seller has reasonable grounds to believe nonconforming delivery would be acceptable to buyer, and if seller gives seasonable notice to buyer of intention to substitute, and if seller delivers w/in reasonable time (determine with trade usage, course of performance, etc.)
Firm offer: If a merchant gives offer to buy/sell in signed writing, and the offer assures it will be held open, it is irrevocable for up to 3 months
Statute of frauds: Requires writing if over $500. May be satisfied in the following FIVE ways (can't remember them all ATM).
- Writing signed by pt to be charged/sued, containing essential terms like quantity and parties and subject matter
- Written confirmation from merchant, signature from sending party is sufficient, must object to it by 10 days or else it's valid
- Part performance
- Admission in court
- Specially manufactured goods
Remedies: UCC seller can recover K price - resell price. UCC buyer can recover K price - cover price
Lost-volume seller: UCC seller who can sell as much as he can obtain. In this case, the seller can recover profit he would have made with the breached sale
There's also like a 10% limit to resale or some shit
Someone double check the "10 days" parts; I feel like some of them are 20 or 21 or something (too much civ pro?). Edit: Fixed all. 10 days only under SOF.
I do have a section at the end of my outline listing all the major UCC sections, but this was all done from memory, so someone confirm it.
Last edited by a male human
on Fri Feb 21, 2014 2:11 am, edited 1 time in total.