Contracts- Peppet- Fall 2004-16pp

Contracts- Peppet- Fall 2004-16pp - UCC UCC Terms -...

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UCC UCC Terms - “Signed” – any symbol executed or adopted by a party with present intention to authenticate a writing - 1-201 - “Written” – printing, typewriting or any other intentional reduction to tangible form – 1-201 - “Merchant” – person deals in goods of the kind or, by occupation, hold himself out to have knowledge or skill appropriate to occupation – 2-104 - “Goods” – All things that are movable, unborn animals, growing crops, things attached to realty that are to be removed, i.e. minerals, oil, timber – 2-105 Contracts for sale of goods - Mixed service and goods contracts – what is predominant purpose? – Princess Cruises v GE - Common law o Acceptance that varies term of offer is counteroffer (mirror image rule) – Princess (R.2d § 59) Buyer and seller not obligated to ship or accept if terms are different Shipment or acceptance of goods = acceptance of last counter offer – last shot rule Acceptance that requests change is not counteroffer unless accepting changes is required – R.2d § 61 o Last shot rule – Last form filed counts if no objection - Princess - UCC – look at what parties really intended – Leibel v Raynor o To convert acceptance to counteroffer, conditional nature of acceptance must be clearly expressed – Brown v Hercules o UCC 2-207 – sale of goods Definite and seasonable expression of acceptance operates as acceptance even if there are different terms, unless if it made expressly conditional, then treat as counter offer – UCC 2-207 If price, quantity, shipping date, or subject matter is different, probably not a definite acceptance “Subject to” is not express - Brown If non-merchants, add’l terms not part of K, offer stays offer ONLY BETWEEN MERCHANTS Additional terms become part of K unless o Offer expressly limits acceptance to terms of offer – Brown v Hercules – Puchase order usually considered offer Price quote OK if assent is all that’s needed - Brown o Terms materially alter K – arbitration clause? Hardship – economic pain - Horning Disclaiming warranties or limiting remedies – Dale Horning v Falconer Surprise – would term catch buyer unaware? - Horning o Notification of objection to new terms given in reasonable time o Express assent to new terms is always good Different terms o Knockout rule – any terms that are different cancel eachother out - majority Only same terms are in K Plus implied terms of UCC 1
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o Other rules Different terms treated as add’l terms Terms in offer hold, term in accept drop out Conduct that recognized a K establishes a K even if writings do not – 2- 207(3) Terms of K consists only of terms that agree on forms Forms do not imply awareness of contents – never read – Brown Dealerships are under UCC §2-309 - require reasonable notice of cancellation – Leibel v Rayner Can agree to dispense with notification
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This note was uploaded on 02/12/2008 for the course LAW 5121 taught by Professor Staff during the Fall '06 term at Colorado.

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Contracts- Peppet- Fall 2004-16pp - UCC UCC Terms -...

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