Sales and Leases

Sales and Leases - Sales and Leases Ch. 1 Scope of Article...

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Unformatted text preview: Sales and Leases Ch. 1 Scope of Article 2 Uniform Commercial Code Article 2 UCC = uniform law proposed for adoption by states Article 2 = section of the UCC governing sales of goods; originally proposed & adopted by virtually all states in 1950s (Fla. Stat. ch. 672) Amended Article 2 (2003) = proposed revisions not yet adopted as law by any state Article 2 Scope Provisions 2-102. This chapter applies to transactions in goods... 2-105. Goods = movable things including unborn animals, growing crops 2-107. Scope provision that applies to things attached to realty If severance does not harm realty, e.g. crops, timber = goods If severance harms realty, e.g. minerals (oil, gas), structures: If to be severed by seller = goods If to be severed by buyer = realty Why application of Article 2 matters (most common issues): UCC warranties Statute of limitations Other Article 2 gap-fillers How Article 2 applies Hierarchy of Control: Term specified by contract Course of performance = past performance of this contract Course of dealing = past dealings between these parties Usage of trade = custom in this industry Article 2 gap-filler Scope Analysis in Mixed Contracts Goods + services Goods + real property Goods + intangibles Goods + intellectual property Goods + computer information Two approaches to determine if mixed contract falls under Article 2 Gravamen of the action test Minority approach Divide the contract into components and apply both Article 2 and other law Predominant purpose test Majority approach including Florida Determine the main purpose of the contract and apply either Article 2 or other law Predominant Purpose Test Factors generally applied by courts: Contract language Relative costs of goods vs. services, if itemized Installation of movable goods usually is incidental not a separate service Creation of goods generally is not a separate service Contracts to modify real estate generally are not Article 2 contracts Merchants under Article 2 Merchant status is not required for Article 2 to apply Article 2 subjects merchants to special standards and requirements A merchant who deals in a private capacity in a particular transaction generally is not subject to merchant standards Two types of merchants 2-104 Merchant as to business practices Regularly deals in business transactions, or Holds self out as having expertise in business practices Merchant in goods of the kind at issue Regularly deals in goods of this kind, or Holds self out as having expertise regarding the goods Ch. 2 Scope of Article 2A Article 2A Scope Provisions 2A-102. This Article applies to any transaction that creates a lease....
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This note was uploaded on 05/25/2011 for the course LAW Sales and taught by Professor Jones during the Summer '10 term at FSU.

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Sales and Leases - Sales and Leases Ch. 1 Scope of Article...

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