Contracts_II - The Law of Contracts and Sales Part II GBL...

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GBL 395 – Part 8 Fall 2010 Professor Heidi Bulich 1 The Law of Contracts and Sales – Part II
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Selected UCC Provisions 2 Model statute which has been adopted in various forms in all 50 states. Constantly being revised – Significant revisions made in 2004. See: http://www.rumbaugh.net/docs/UCC-newFinal_NCMA Fundamental provisions are substantially the same. Sample state UCC statutes http://www.michigan.gov/sos/0,1607,7-127-1631_8851 http://www.state.nj.us/treasury/revenue/dcr/programs/
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Comparing UCC with Common Law – the Offer 3 UCC - 2-204 Allows some terms in the offer to be “open” – based on industry standard of “reasonableness” Much more flexible than common law Common Law Some flexibility on definiteness – not necessary that subject matter, quantity of items and price each be set Not essential that the offer contain each and every term, but an offer must contain those terms, which help the scope of an
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Comparing UCC with Common Law - Acceptance 4 UCC - 2-207 Merchants – Terms can be substituted without constituting counteroffer as long as: The added term is NOT material to the contract The offeror has NOT indicated in the offer that it can not be changed 1 of the parties does not object to any of the additional terms within a reasonable amount of time Non-Merchants : Additional terms do not reject offer, but they will Common Law Counteroffer is considered a revocation of the offer
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Comparing UCC with Common Law – the Option 5 UCC - 2-205 Usually no need for (short-term) option contracts with the sale of goods. Firm offers made by merchants in writing, signed by the merchant Must be held open for reasonable period of time (usually 3 months) Common Law Option contracts require additional consideration
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Comparing UCC with Common Law – Parol Evidence 6 UCC - 2-202 Usual rule for parol evidence applies. In addition, written agreements can be explained or supplemented orally by evidence of normal business dealings or practices Common Law Oral agreements entered into prior to or contemporaneous with a written agreement which contradict, vary or alter the written agreement are invalid. Note: exceptions, p. 281
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Methods of Discharging a Contract 7 Discharge – Legal term describing the termination or completion of a contract. The fundamental purpose of a contract is to impose performance obligations, and once they are completed, to discharge . Discharge by Performance
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This note was uploaded on 10/17/2011 for the course GBL 395 taught by Professor Lashbrooke during the Fall '08 term at Michigan State University.

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Contracts_II - The Law of Contracts and Sales Part II GBL...

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