contractsII-ucc - CONTRACTS I Summary of 2nd Restatement...

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CONTRACTS I: Summary of 2 nd Restatement and UCC Author: Philip Larson UCC§2- 201(1) SOF: >$500 “a K for the sale of goods for the price of $500 or more is not enforceable…unless there is some writing sufficient to indicate that K has been made” Oral K’s for sale of goods >$500 are not enforceable. SOF: 1-yr Provision UCC§2- 201(3)(a) SOF: >$500 – Exception: specially manufactured goods if they aren’t suitable for others. UCC§2-302 Unconscionability if ct. finds K or clause in K is so unfair as to be “unconscionable”, it may enforce remainder of K, or limit K as to avoid unconscionable result. CASE: Seabrook v. Commuter Housing Co. (apartments not complete rent starts when building is ready) – Ct. uses §2-302 by analogy UCC§2-202 PER “a writing intended by the parties as a final expression of their agreement…may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement” rejects common law PMR and ambiguity requirement for admission of extrinsic evidence of the meaning of a term. States that even a fully integrated document may be explained or supplemented by usage of trade, course of performance and course of dealing as long as it is consistent with the terms of the final writing. UCC§2-202(b) : the writing may be supplemented “by evidence of consistent additional terms unless the court finds the writing to have been intended as a complete and exclusive statement of the terms of the agreement.” CASE: Hunt Foods v. Doliner (P exercises stock during recess and D says he can’t) - parol evidence of an additional term that is consistent with the writing and wouldn’t certainly be included therein is admissible. UCC§1-205 Course of Dealing & Usage of Trade “sequence of previous conduct between parties which is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and their conduct.” “course of dealing” and “usage of trade” give particular meaning to and supplement or qualify terms of an agreement. UCC§2-208 Course of Performance “where the K for sale involves repeated occasions for performance by either party… any course of performance accepted…in without objection shall be relevant to determine the meaning of the agreement.” UCC§2-202 (comment) PER – Certain Inclusion Test UCC §2-202 (comment) : - tracks the common law rule closely but is slightly more liberal. Instead of using CL “natural omission” test, a comment in this section uses the certain inclusion test saying that only if term “would certainly have been included” but wasn’t will a Ct. find full integration and exclude parol terms. This is so liberal that almost no K’s will be fully integrated. UCC§1-203
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contractsII-ucc - CONTRACTS I Summary of 2nd Restatement...

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