Chapter20 - The UCC The UCC is the single most...

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The UCC The UCC is the single most comprehensive codification of the broad spectrum of laws involved in a total commercial transaction. The UCC views the entire "commercial transaction for the sale of and payment for goods" as a single legal occurrence having numerous facets. Our study of the law of contracts has been based on the common law. I have hinted, ad nausem, that there would come a time when you would be required to distinguish when the UCC applied and when it did not. All – Art 2 of the UCC? Common Law? Funky – Formation problems? Dummies – Defenses?
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The Scope of Article 2--The Sale of Goods Article 2 of the UCC governs sales contracts, or contracts for the sale of goods . To facilitate commercial transactions, Article 2 modifies some of the common law contract requirements that were discussed in previous lectures. To the extent that it has not been modified by the UCC, however, the common law of contracts also applies to sales contracts . For example, the common law requirements for a valid contract-- agreement (offer and acceptance), consideration, capacity, and legality are also applicable to sales contracts. Thus, you should bear these common law principles when studying the law of sales. Generally, the rule is that whenever there is a conflict between a common law contract rule and the UCC, the UCC controls . In other words, when a UCC provision addresses a certain issue, the UCC governs; when the UCC is silent, the common law governs.
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In regard to Article 2, you should keep in mind two things: 1. Article 2 deals with the sale of goods ; it does not deal with real property (real estate), services, or intangible property such as stocks and bonds. Thus, if the subject matter of a dispute is goods, the UCC governs. If it is real estate or services, the common law applies. 2. In some cases, the rules may vary quite a bit, depending on whether the buyer or the seller is a merchant . What exactly is a sale? The UCC defines a sale as "the passing of title (not possession) from the seller to the buyer for a price," where title refers to the formal right of ownership of property. The price may be payable in money or in other goods, services, or realty (real estate).
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To be characterized as a good , an item of property must be tangible , and it must be movable . Tangible property has physical existence --it can be touched or seen. Intangible property --such as corporate stocks and bonds, patents and copyrights, and ordinary contract rights--have only conceptual existence and thus do not come under Article 2 . A movable item can be carried from place to place. Hence, real estate is excluded from Article 2. Two areas of dispute arise in determining whether the object of the contract is goods and thus whether Article 2 is applicable. One problem concerns goods associated with real estate , such as crops or timber, and the other concerns contracts involving a combination of goods and services . Goods Associated with Real Estate.
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Chapter20 - The UCC The UCC is the single most...

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