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Commercial Law - Caraballo S2005222

Commercial Law - Caraballo S2005222 - Commercial Law Survey...

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Commercial Law Survey OUTLINE Table of Contents Caraballo – S05 a) The Code must be liberally construed and applied to promote its underlying purposes and policies, which are: ......................................................................................................................... 1 b) Unless covered by a particular provision, the Code is to be supplemented by the principles of law and equity, including: .............................................................................................................. 1 McRoberts Outline Revised by G.Ruiz i
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Commercial Law Survey OUTLINE Caraballo – S05 Article 1: General Concepts Central concept that underlies any UCC analysis is that the language of the Code is intended to be read flexibility to promote the underlying policies . Specific language that conflicts with policies should be construed to promote policy, rather than literal outcome under the provision. If there are gaps in the specific language, remember: 1-103 – a) The Code must be liberally construed and applied to promote its underlying purposes and policies, which are: 1) to simplify, clarify, and modernize the law of commercial transactions 2) to permit the continued expansion of commercial practices through custom, usage, and agreement of the parties 3) to make uniform the law among the various jurisdictions b) Unless covered by a particular provision, the Code is to be supplemented by the principles of law and equity, including: law of merchant capacity to contract principal and agent estoppel fraud misrepresentation duress coercion mistake bankruptcy other common law principles Article I applies to all other Articles under the Code, while each other Article must be read independently. Comments of each provision are highly persuasive, and are considered to be the law by some courts. 1-103 Comment 1 - The Code “is drawn to provide flexibility so that, since it is intended to be a semi- permanent and infrequently-amended piece of legislation, it will provide its own machinery for expansion of commercial practices.” 1-302 – There are obligations of good faith, diligence, reasonableness, and care in all commercial transactions, which cannot be disclaimed by contract. The parties can, however, determine the parameters of those standards. Bottom Line: Most rules in the Code are default rules , which can be contracted around by the parties. The obligations of 1-302, however, are mandatory , and may not be disclaimed by the parties. If attempted, courts will not enforce, as void as against public policy. E.g. of Mandatory Provision § of Frauds (§ 2-201) E.g. of gap filler: The Code thus is often a “ gap filler ” statute, acting to provide terms that have not been provided by the parties. Example: Warranty of fitness (2-315) – Code provides unless the parties disclaim McRoberts Outline Revised by G.Ruiz 1 of 112
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Commercial Law Survey OUTLINE Caraballo – S05 ARTICLE 9 I. INTRODUCTION – CHAPTER 17 A. Secured Creditors v. General Creditors: If the loan is perfected, then a secured creditor has the right to either repossess the property put up as collateral, or demand the value of the property in satisfaction of debt in the event the debtor violates any aspect of the K.
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