Contract v20c - Contracts KEY: * means barf came from prior...

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Contracts KEY : *** means barf came from prior year exams **+ means there are relatively minor changes to the exam barf Black regular BARFS dark blue SUPERBARFS green additional comments or notes pink POLICY statements purple mnemonics red exam tips Where UCC and Common Law Differ (emphasis on exams!) K modification Parol Evidence rule vs. Mirror Image rule Remedies: Liquidated Damages Rescission and Expectancy Perfect Tender rule Incidental Damages Contract BARF: A contract is a kind of promise or a set of promises for the breach of which the law gives a remedy or the performance of which the law in some way recognizes as a duty. Good Faith BARF: §1-203 Every K or duty has an obligation of good faith; failure to perform in good faith is breach of K. Common law rule holds an implied covenant of good faith and fair dealing with every K. Breach BARF : Failure or refusal to perform under a binding contract w/o valid legal excuse. *** I. Does the UCC or Common Law Apply? A. Does the UCC Apply? §2-102 UCC Applies BARF: The Uniform Commercial Code applies to all contracts involving the transaction of goods. §2-105: Goods Moveable Goods BARF : Goods are defined as things moveable at the time of identification to the contract other than the money in which the price is to be paid, investment securities and things in action. This also includes the unborn young of animals, and growing crops and other things attached to realty. *** §2-107: Goods to be Severed From Realty: Attached Goods BARF : Minerals or structure to be removed by SELLER (if buyer severs not a sale of goods); growing crops or timber severed by either party, unless sold with the land and then is a sale of realty not goods. §2-104 Merchant: Merchant BARF : Section 2-104 defines a merchant as a person who deals in goods 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 transaction or to whom such knowledge or skill may be attributed because of his employment of such a person. This definition is relevant because some special rules of the UCC apply only to merchants, including, section 2-105, (the firm offer rule). Watch out! Merchant only applies if that party is a merchant in the type of goods of the transaction. Mixed Contracts – Predominant Factor Test (aka Bonebrake): Is this a transaction involving goods or services? Mixed Contract BARF : Majority view: Predominate Factor Test (aka. Bonebrake) – Where a contract consists of a mixture of goods and non-goods, most jurisdictions apply the “predominant factor” or “Bonebrake” test to determine whether the goods or non-goods portion of the contract 75d6504dbee62ee86efe4842bbd9541537274b5c.doc Page 1 of 61
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predominates the purpose of the parties in making it. Where the goods aspect predominates, the UCC will be applied; otherwise the common law will be used. *** Minority view : separated into two contracts, with the UCC applied to the goods portion and the common law applied to the non-goods portion.*** B. Does the Common Law Apply?
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Contract v20c - Contracts KEY: * means barf came from prior...

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