Uniform Commercial Code Article 2 sale-of-goods basics, distinct from the bar exam's secured transactions coverage.
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- Under UCC Article 2, what is a sale?
- The passing of title from a seller to a buyer for a price
- What does UCC Article 2 define as goods?
- Things that are movable and identifiable at the time of contracting, excluding money and investment securities
- Who qualifies as a merchant under UCC Article 2?
- A person who deals in goods of that kind or otherwise represents by occupation that they have knowledge or skill in the practices involved
- What is the scope of UCC Article 2?
- It applies to transactions in goods, but excludes services and real property
- What does the statute of frauds in UCC 2-201 require?
- A contract for the sale of goods for a price of $500 or more must be in writing to be enforceable
- When goods are accepted by a buyer, what effect does this have on the UCC 2-201 writing requirement?
- The contract is enforceable even without a writing, to the extent of the goods accepted
- Under UCC 2-201, what is the merchant's written confirmation exception?
- A written confirmation between merchants is sufficient if not objected to within 10 days, even if the other merchant did not sign it
- What is the battle of the forms under UCC 2-207?
- The rule governing what happens when the acceptance contains terms different from or additional to those in the offer
- Under UCC 2-207(2), when do additional terms in an acceptance become part of the contract?
- When both parties are merchants, unless they materially alter the offer or the offer limits acceptance to its terms
- If an acceptance expressly makes acceptance conditional on assent to additional terms, what is the result?
- It is not an acceptance and instead constitutes a counteroffer
- What role do course of dealing and trade usage play in UCC Article 2?
- They interpret contract terms and fill gaps when the parties' agreement is otherwise silent or ambiguous
- What is a gap filler in UCC Article 2?
- A default rule supplied by the UCC when the parties have not agreed on a particular contract term
- Under UCC 2-305, what happens if the parties omit the price from their sales contract?
- A reasonable price at the time of delivery is imposed by the UCC
- Can the quantity term be supplied by UCC gap-fillers if the parties do not agree on it?
- No, quantity cannot be supplied by the UCC and must be agreed by the parties
- What is the general rule for risk of loss in a sale of goods?
- Risk of loss passes to the buyer when control of the goods passes to the buyer