UCC and Sale of Good Between Non-Merchants

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LexBoogie

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UCC and Sale of Good Between Non-Merchants

Postby LexBoogie » Tue Jul 10, 2018 4:01 pm

Not the best question to ask less than two weeks before the bar exam, but does the UCC apply to a sale of goods between non-merchants? I always thought that the UCC only applied to the sale of goods involving at least one merchant as a buyer or seller and I am unable to find anything in any of my outlines that explicitly states otherwise. Any feedback would be greatly appreciated. Oh and this question is based on the below Contracts Question (#914) from Adaptibar, which involves a sale of goods between a lawyer and an accountant. AC B is correct based on UCC's modification rules.

Adaptibar Contracts Question 914
On November 1, an accountant and a lawyer contracted for the sale by the accountant to the lawyer of the law books the accountant had inherited from his father. The lawyer agreed to pay the purchase price of $10,000 when the accountant delivered the books on December 1.

On November 10, the lawyer received a signed letter from the accountant that stated: "I have decided to dispose of the book stacks containing the law books you have already purchased. If you want the stacks, I will deliver them to you along with the books on December 1 at no additional cost to you. Let me know before November 15 whether you want them. I will not sell them to anyone else before then." On November 14, the lawyer faxed and the accountant received the following message: "I accept your offer of the stacks." The accountant was not a merchant with respect to either law books or book stacks.

The accountant is contractually obligated to deliver the stacks because:

A: the lawyer provided a new bargained-for exchange by agreeing to take the stacks.
B: the accountant's letter (received by the lawyer on November 10) and the lawyer's fax-message of November 14 constituted an effective modification of the original sale-of-books contract.
C: the lawyer's fax-message of November 14 operated to rescind unilaterally the original sale-of-books contract.
D: the accountant's letter (received by the lawyer on November 10) waived the bargained-for consideration that would otherwise be required.

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RareExports

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Re: UCC and Sale of Good Between Non-Merchants

Postby RareExports » Tue Jul 10, 2018 4:09 pm

UCC Article 2 applies to all sales of goods, even if both parties are non-merchants.

B is correct because to modify a contract under the UCC, all that is required is that the modification be made in good faith and that both parties assent. Both requirements are satisfied here.

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Calbears123

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Re: UCC and Sale of Good Between Non-Merchants

Postby Calbears123 » Tue Jul 10, 2018 4:12 pm

Generally, UCC Article 2 applies even if both parties are non-merchants. (Some exceptions such as Battle of the Forms, Merchant's firm offer, and some risk of loss rules.)

B is correct because to modify a contract under the UCC consideration is not required, only good faith. This rule does not require one party to be a merchant.

LexBoogie

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Re: UCC and Sale of Good Between Non-Merchants

Postby LexBoogie » Tue Jul 10, 2018 4:16 pm

Thank you for clarifying. I thought I was going insane when I could not find anything in my outlines on this and feedback on adaptibar on this site makes it extremely difficult to have faith in their AC explanations.



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