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blaw study guide - UCCEnglish merchants decided to make a...

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UCC- English merchants decided to make a rule book for buying/selling Rulebook speeds up process and avoids arguments States got together and adopted rules Not a federal law Divided into articles Article 2-The sale of goods Sale - passing of ownership of a good with exchange of price from seller to buyer Good -something tangible and movable Not in article 2 - real estate, corporate stocks and bonds, parents, copyrights,, land, apartment transaction, money, investment securities, blood transfusions. If severance or separation is made by the buyer then it is not covered In article 2 - car, cd, growing crops(regardless of who severs them), unborn young of an animal, and collectable coins, food, takeout food. If severance or separation is made by the seller then the sale of minerals, oil, gas, or a structure Things attached to realty but capable of severance without material harm to the land are considered goods regardless of who severs them o Ex) heater, window air conditioner in a house, stools in a restaurant We need to know if a contract is considered UCC or not because people need to know the rules Predominant-factor test- determines whether Article 2 applies to a contract that involves goods and services Merchant- merchants are held to a higher standard-harsher rules apply Person who deals in goods of the king involved in the sales contract o Ex) a retailer, wholesaler, or manufacturer is a merchant of those goods sold in the business If seller claims to have expertise over what is being sold o Ex)coins, art, banks, and universities A person who hires someone to sell for them is still a merchant o Ex) broker agent, or someone sells livestock for a farmer A merchant for one type of good is not necessarily a merchant for another type
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o Ex) a sporting good retailer is a merchant for tennis balls but not computers The formation of Sales Contracts UCC Policy Goal- promote commerce Code is supposed to help people do business-keep things honest UCC and its Gap Fillers- detials can be left of in UCC and still have a binding contract. UCC fills in a lot of missing gaps Offer and acceptance UCC policy- The verbal communications and actions of the parties determine whether they intended to form a contract. -may not be clear exactly when it became binding common law policy-the moment a definite offer is met with an unqualified acceptance a binding contact is formed To be binding UCC contracts must have: 1. the parties intended to make a contract 2. there is a reasonably certain basis for the court to grant an appropriate remedy Open Price Terms -if the parties have not agreed on a price then the court will determine a reasonable price at the time for delivery. -the price must be set in good faith (honesty in fact and reasonable fair dealings) -If the price fails to be fixed through the fault of one of the parties, the other party can treat the contract as canceled or fix a reasonable price.
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