uniform comercial code

uniform comercial code - All negotiations are considered to...

Info icon This preview shows pages 1–5. Sign up to view the full content.

View Full Document Right Arrow Icon
Image of page 1

Info iconThis preview has intentionally blurred sections. Sign up to view the full version.

View Full Document Right Arrow Icon
Image of page 2
Image of page 3

Info iconThis preview has intentionally blurred sections. Sign up to view the full version.

View Full Document Right Arrow Icon
Image of page 4
Image of page 5
This is the end of the preview. Sign up to access the rest of the document.

Unformatted text preview: All negotiations are considered to be merged into the written contract. Performance under a contract is excused under certain circumstances. A party to a contract may seek one of several remedies if there is a material breach of the contract. 9 A delay in seeking a prompt remedy for breach of a contract may bar the remedy. SKUMFORM COMMERCIAL CODE 'CHAPTER 11 in TEXT) The UCC is a uniform body of law governing major commercial transactions, including. sales of farm products. Each state has adopted its own version of the UCC. - KY has adopted UCC in KRS chapter 355. UCC is divided into "Articles", each dealing with a particular type of transaction. - Article 2 deals with Sales. — Article 9 deals with Secured Transactions. ,4 on ract must oe Signed by the party against whom enforcement is sought . . - Contract is enforceable even if it omits a term, but the contract is enforceable only up to the quantity of goods shown EXCEPTIONS T0 UCC'WRITING REQUIREMENTS - KRS 355.2-20l Subsection (2) - called "merchant's'cxce tion" at: - where coir rac involves specially manufactured goods - where contract is admitted in court proceedings - where payment or receipt of goods has occurred - where detrimental reliance has occurred, the courts generally allow the promissory estoppcl defense 30 contractsmax _. 20 912 1p ' ) - See Potter (p. 300); Court stated that the UCC statute of frauds does not displace promissory estoppel principles Potter v. Hatter Farms Inc. (p. 300) FACTS - Pf operated a turkey hatchery in Oregon and supplied turkey "poults" to growers. - Df was a turkey grower in Oklahoma. - Parties entered into oral contract in Jan. for Pfto supply waith 192,000 poults @ 80 cents each. - Pf testified he confirmed their agreement in June, but transportation details were lefi open. - Pf subsequently turned down other buyer because of commitments to Df. - Df testified that transportation details were never agreed upon, so Pf had been told not to hold poults for Df. LEGAL ISSUES - Df argues that the contract was unenforceable because it violated UCC‘s Statute of Frauds. - Pf argues that promissory estoppel principles apply under UCC, as well as within general contract law. - Issue is whether promissory esstoppel is an exception to the UCC writing requirements. - Court holds: - general principles oflaw and equity, including estoppel, supplement UCC statutes. — UCC imposes duties of good faith in performance of UCC contracts - Evidence of detrimental reliance by Pf was adequately shown, so court enforced the oral contract based upon the promissory estoppel defense Merchant's Exception ,k ". ‘ is, 1 ._ ' ' _ pander UCC? . *4! 4! w, ' Sec Kimball Qp. 303) ‘ * *“ Kimball County Grain Coop. v. Yung (p. 303-) 9 I°g° 0° FACTS ‘ We 1' evafo'r' étd contract for farmer's signature, but farmer never went to elevator to sign contract - Elevator delivered contract on January 30 . — Farmer never delivered wheat to elevator - ~ Farmer did not object to contract within 10 days of receiving the contract. LEGAL ISSUES - "Merchant's execption" allows otherwise unenforceable oral contracts to be enforced "between merchants" if a confirmation of the agreement is delivered within a reasonable time; and then the merchant receiving the contract does not object to the contract within 10 days. i 3.0 contractsmax - TRIAL COURT HELD: the farmer was not a "merchant" under the Code, so "merchant's exception“ did not apply; but even ifthe farmer was a "merchant", the contract had not been delivered to the farmer “within a reasonable time”. - APPELLATE COURT HELD: contract was not enforceable, because the contract had not been received by the farther "within a reasonable time" as required by UCC. lST CONCURRING OPINION: - whether farmer is a merchant is fact sensitive on a case by case basis - cited cases from 8 states that held farmers are "merchants" under UCC 2ND CONCURRING OPINION: - a farmer is a merchant only when he deals with farm products grown by others UCC States a "reasonable time" depends on the nature, purpose, and circumstances involved. Pillsbury Co. v. Buchanan (p. 307) FACTS — Farmer and Co. entered into oral contract - Farmer delivered 2057 bu. of soybeans under the contract - Farmer said contract was for 2100 bu. - Co. said contract was for 3150 bu. - Co. sued for difference between contract amount and amount delivered - Farmer said contract was unenforceable because of Statute of Frauds - Co. argued contract was enforceable because it mailed confirmation of contract as required by UCC - Farmer testified he never received continuation - Co. admitted coniinnation was mailed to wrong address, but letter was never returned to it. LEGAL ISSUES - Farmer had to have "received" the confirmation to be within UCC mandates - Court held that receipt of confirmation is a question of fact for the trial Court to decide. - . _ - Court said there was adequate evidence that farmer "received" the confirmation, so contract was enforced as argued by the Co. (Stipul'ate- -Means that opposing counsels voluntarily agree an a relevant point, thereby. ' ' eliminating the need for proof at trial.) .‘Q Remedies for Breach of Contract under-UCC SELLER‘S REMEDIES _ _ _ (see AEC 324 Trans for rest of outline) 5.0 contractsmax UNIFORM COMMERCIAL CODE (cont) Remedies for Breach of Contract under UCC SELLER'S REMEDIES) Seller may resell the goods, then sue for difference between contract price and resale price. - Sale must be in a "commercially reasonable" manner — lfthe resale is private, seller must notify original buyer ofintent to resell after a certain date - If the resale IS public, the original buyer must be notified of the time and place of the resale 2) If seller chooses to not resell the goods, then seller may sue for damages based on difference between contract price and market price at the time and place of tender 3) When damages would be inadequate, seller may sue for lost profits - This remedy is common when seller is a "volume seller" Remedies for Breach of Contract under UCC BUYER'S REMEDIES (Seller may breach by failing to deliver c_>r_by delivering nonconforming goods.) 1) Buyer may "cover", then sue for the difference between contract price and cover price. (cover -- to purchase substitute goods from another source) 2) Buyer may accept the nonconforming goods and sue for-damages relating to the nonconformity. (common when breach of warranty) RALSTON PU_R]NA (p. 309) . FACTS . - Farmer failed to deliver377l bu. of soybeans to Purina because of severe Weather ‘- - Original contract called for Nov. 30 delivery - Co. gave extensions for delivery thru Feb. - Co. covered on March 8 - Co. demanded $1 l 13 l .32 damages based on Mar.8 cover price - Farmer argued he should be "excused" from performance because of "impossibility of performance" - Fanner also argued damages, if any, should be based on Nov. 30 prices 3.0 contractsmax HOLDING - No defense of impossibility of performance allowed, because no showing that crop was to be grown on Specific land - UCC policy is to preserve contracts, but all dealings must be in "good faith“ — Jury found that on Nov. 30 Purina should have known that farmer could not fulfill his contract, so contract could not be modified, in good faith, so as to compound farmer's losses - Damages calculated as ofNov. 30, Le, $1469.59 INTRODUCTION TO PROPERTY - "Property" is often referred to as a bundle ofrights. - The law defines those rights and will protect the rights of the holder of property. "Real Property" - Defined as land and anything permanently affixed to the land. - Real property is immovable. "Personal Property" — Defined as all property that is not real property. - Personal prOperty is movable. — There are two categories of personal property: ‘- Tangible Property - includes cattle, machinery, household goods, etc. - Intangible Property - includes stocks, bonds, checks, notes, etc. "Fixtures" - Defined as once personal property that has become so affixed to the real property that it is regarded as part ' ofthc realty. — Courts consider: _ -the owner's intent to pennanently'attach something to the realty - the manner of attachment - Examples of fixtures : a furnace, fences, barns - What about a sil'o unloadcr, a cattle headgate, or gates? Into what category of property do grotving crops fit? - See Stoltzfus ' Stoltzfus v. Covington County Bank (p. 53) FACTS ~ Gillis was tenant farmer growing corn and soybeans for Stoltzfits, the owner of land. ~ Gillis purchased the land fiom Stoltzfus, but was unable to pay for it. - Bank (the Df here) foreclosed, and Bell bought the land at the foreclosure sale - Bell sues to prevent Gillis from harvesting the corn and soybeans and to retum all com previously harvested prior to the sale. 3.0 contractsmax ...
View Full Document

{[ snackBarMessage ]}

What students are saying

  • Left Quote Icon

    As a current student on this bumpy collegiate pathway, I stumbled upon Course Hero, where I can find study resources for nearly all my courses, get online help from tutors 24/7, and even share my old projects, papers, and lecture notes with other students.

    Student Picture

    Kiran Temple University Fox School of Business ‘17, Course Hero Intern

  • Left Quote Icon

    I cannot even describe how much Course Hero helped me this summer. It’s truly become something I can always rely on and help me. In the end, I was not only able to survive summer classes, but I was able to thrive thanks to Course Hero.

    Student Picture

    Dana University of Pennsylvania ‘17, Course Hero Intern

  • Left Quote Icon

    The ability to access any university’s resources through Course Hero proved invaluable in my case. I was behind on Tulane coursework and actually used UCLA’s materials to help me move forward and get everything together on time.

    Student Picture

    Jill Tulane University ‘16, Course Hero Intern