Contracts Peppet Fall 2006 - 1 1st Question UCC or Common...

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1. 1 st Question: UCC or Common Law?: Is it for a sale of goods? Okay, it looks like a service, how can it still be a sale of goods A. Look at primary purpose of K i. If K’s primary purpose is to render services, not goods, UCC NOT apply ( Princess Cruises v. GE ) ii. Goods 2-105(1) = “all things which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid.” –not money, not land, not investment securities 1. Unborn animals, crops, and other items attached to the land that can be severed from it, are goods 2. Goods must be existing and identified at time of K, otherwise future goods. a. Can be a sale for part interest in existing, identified goods. 3. Key question : Does K involve tangible things that are moveable when perf is to be rendered? iii. 3 Factors to Determine Primary Purpose: (look at each together, not one alone) 1. Language of K: does it say sale of goods or services? 2. Nature of business of the supplier 3. Intrinsic worth of the materials (which are worth more the goods or services?) B. Leibel : relationship b/w distributor and dealer for garage doors in UCC b/c relationship based on K to sell goods C. Buffaloe : Tobacco barns movable w/lift so in UCC 1-201: General Definitions Purchase = voluntary transaction creating an interest in property Writing or written = includes printing, typewriting, or any other intentional reduction tangible form (includes electronic) Signed = any symbol executed or adopted by a party w/present intention to authenticate a writing. Sale 2-106(1) = consists in the passing of title from the seller to the buyer for a price UCC not define price, so use C/L where price suggests CNS. (could be a CNS ? that doesn’t look like it) Merchant 2-104 = person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill, or to whom such knowledge or skill would be attributed b/c he uses an intermediary who has such knowledge or skill. (ex. a University w/ a purchasing dept or personnel) Between Merchants 2-104 = any transaction where both parties [should] have knowledge or skill of merchants 1-103 : unless replaced by UCC, C/L rules apply Freedom to K Policy: Pro’s : 1. Autonomy: people should govern their own private affairs; don’t police private K’s 2. Certainty: if K is fair, you get what you contracted for 3. allows for efficiency in the market - people know best what is a value to them. 4. courts don’t know what’s best for people 5. allows for people to make K’s, then get out of them b/c they don’t want to follow through with them any longer 6. creates more litigation and rules should be clear so that there’s less litigation 7. imposes greater costs on business and thus on consumers b/c business have to absorb costs of reneged K’s & litigation created 8. prevents people from getting what they need, like a kidney, even if other party is willing and treated fairly/justly 9. even though courts & legis not allow things like prostitution, it happens anyway, why not recognize it, people may need $ to live 10. why are courts in a better position to decide what’s right?
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