SALES-KWESTAL

SALES-KWESTAL - SECTION 1 BASIC CONCEPTS SCOPE OF ARTICLE 2 1 Transactions in goodsScope Certain security and other transactions excluded from this

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SECTION 1- BASIC CONCEPTS SCOPE OF ARTICLE 2 1. Transactions in goods- Scope- Certain security and other transactions excluded from this article- article covers sale of goods. It does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security xaction nor does it cover sales to consumers, farmers or other classes of buyers when another statute is enacted. Does not cover mortgages. 2-315- Implied warranty: Fitness for a particular use- See section 3 for definition- Here the issue is whether a warranty extends to a sales-service contract. When service predominates, and the xfer of personal property is but an incidental feature of the xaction, the exacting warranty standards for imposing liability without proof of fault will not be imported from the law of sales to case purveyors of medical services in damages. Mileu v. North Avenue, NY COA 1977. When a contract is predominately service oriented, neither the code nor the common law can be read to imply an undertaking to guard against economic loss stemming from the non-negligent performance by party which has not contractually bound itself to provide perfect results. (jurisdictional) Test is whether the service predominates, if it does, the warranties under the code do not apply. If the contract is predominately goods oriented, the warranties, unless expressly disclaimed under 2-316 will apply. The UCC applies only to merchants- 2-104(1) - Merchant means a person who deals in hoods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the xaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill. 2-314- Implied Warranty ; Mechantability ; Usage of Trade applies only to merchants. Leases are not governed by Article 2- governed by Article 2A. SECTION 2- CONTRACT FORMATION 1. THE STATUTE OF FRAUDS - 2-201(1) is quite a change from the common law. 2-201 provides any contract for the sale of goods of $500 or more is not enforceable absent a writing. The writing need not be complete, however if incomplete, the contract is not enforceable beyond the quantity of goods shown in the writing. The only required term under 2-201(1) is QUANTITY . The court will not read in quantity. However, the price, time and place of payment or delivery, the general quality of the goods, or any particular warranties may all be omitted. Under the common law, an incomplete K was not enforceable. 1
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2-201(2)- Merchant confirmation letters may give rise to a K . If within a reasonable time(between merchants) a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against such party unless written notice of objection to its contents is given within 10 days after it is received. Relevant language- 2-201(2)
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This note was uploaded on 04/17/2008 for the course LAW ? taught by Professor Harmon during the Spring '08 term at Touro NY.

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SALES-KWESTAL - SECTION 1 BASIC CONCEPTS SCOPE OF ARTICLE 2 1 Transactions in goodsScope Certain security and other transactions excluded from this

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