Take Note Wk 5 - Week 5: Monday, September 24, 2007 I....

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Week 5: Monday, September 24, 2007 I. Uniform Commercial Code – Text Appendix B (9-34) A. Article 2 – Adopted by every state except Louisiana. Article 2 governs the sale of goods B. Article 2A – Article 2A governs the lease of goods C. Defining goods 1. A good is any tangible property 2. Is information covered by the UCC? Probably not, although software is. 3. See discussion in iLan case D. Mixed Transactions 1. May have a contract for the sale of goods but also the provision of services 2. Fox case- something was being sold, but part of the contract included services for installation of the product by seller. The court must look at the parties’ intent and the predominant focus of the contract. If 80% of the contract relates to services then services are the predominant focus. E. Between merchants 1. A merchant can be defined as: a. Regularly involved in the sale or purchase of goods. b. Knowledgeable of the goods in questions. i. If your agent is a merchant than even non-merchant principal will be considered merchant. F. Dealing in good faith 1. Standards of dealing in good faith depend on parties involved. a. Everyone covered by the UCC: Honor all promises made in contract, honesty in fact. b. Merchants : the observance of reasonable commercial standards of fair dealing in the trade. i. Expectations differ from industry to industry. Dealing in good faith with therefore be contingent upon the industry of a particular merchant. II. Requirement of a valid offer A. Contractual intention 1. Must intend a legal obligation 2. Objective standard applied a. See Catamount Slate Products, Inc. v. Sheldon , Case 10-1, text at 181 3. Not an invitation to do business or negotiate – (advertisements are not treated as offers). a. See Lefkowitz v. Great Minneapolis Surplus Store , Case 10-2, text at 183 - A man was trying to generate business for his store. He runs an advertisement saying a particular item is for sale for some amount of money (to get people in the store). Court says you must sell item for this amount. Must state if quantities are limited and if there will be no rain checks. (these circumstances are now often covered by state statutes that prohibit businesses from enticing
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people into buying a regular item at a normal price by way of getting them in the door or otherwise known as “bait and switch,” now they have to offer rain checks) 4. See Steinberg v. Chicago Medical School case 9-2, text at 167 – Steinberg gets rejected from Chicago medical school and alleges that his rejection came because the medical students at Chicago are all wealthy or related to alumni. Steinberg alleges that before his rejection, he entered a contract when he paid the fifteen dollar application fee. The appeals court agrees that med school did form an intention to enter into a contract and does not immediately dismiss the case. B.
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Take Note Wk 5 - Week 5: Monday, September 24, 2007 I....

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