Contracts and Sales Part 2

Contracts and Sales - The Law of Contracts and Sales Part II GBL 395 Part 8 Fall 2010 Professor Heidi Bulich 1 Selected UCC Provisions Model

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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” Common Law Some flexibility on definiteness – not necessary that subject matter, quantity of items and price each be set
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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 on the parties – once these are completed – the contract is discharged Discharge by Performance Contract must be substantially performed – have the essential terms of the contract been
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This note was uploaded on 10/17/2011 for the course ECON 101 taught by Professor Thompson during the Spring '11 term at Michigan State University.

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Contracts and Sales - The Law of Contracts and Sales Part II GBL 395 Part 8 Fall 2010 Professor Heidi Bulich 1 Selected UCC Provisions Model

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