2013-Fall-Gebbia-Sales-Answer

2013-Fall-Gebbia-Sales-Answer - I D S ales(Gebbia_l3FL...

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ID: 10: Exam Name: Grade: Sales_(Gebbia)_l3FL Golden Gate University School of Law (Exam Number) Sales_(Gebbia)_ 13FL Page 1 of 1 Exam taken with SofTest v11.0.3283_36118
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ID: Sales_(Gebbia)_l3FL 1) ======== Start of Answer #1 (1916 words) ======== SALES KAREN GEBBIA FINAL EXAM EXAM #04831 QUESTION 1 Does Article 2 of the UCC apply to this transaction? Article 2 of the UCC applies when there is a transaction for the sale of goods (2-102). Under 2-105, goods means things that are movable at the time of identification to the contract for sale. Here, the buyer and seller have transacted for the seller to sell the buyer a high tensile furnace. Since the furnace is a good, and since the buyer and seller have agreed and created a contract for the sale, Article 2 applies. Does a contract between Seller and Buyer exist? Under 2-204, a contract is formed when a c~ract for the sale of goods is made in any manner sufficient to show agreement. Under 2-206, an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium that are reasonable in the Page 1 of 8
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. . (Question 1 continued) ID: Sales_(Gebbia)_l3FL circumstances. Furthermore, under 2-206(2), an offer is construed as inviting acceptance if there is an order placed to buy goods. The acceptance is solidified if the offeree makes a promise to ship or promptly ships the goods, whether or not they are conforming (unless there is an applicable exception). Here, an offer was made by the buyer to purchase the furnace when the buyer orally advised the seller of its needs, the seller orally advised the buyer that is could furnish the furnace, quoted a price, and articulated a delivery date, and the buyer orally told the seller to deliver the furnace. The subsequent facts regarding purchase orders and acknowledgment emphasize that there is a contract, but a court would likely find that an oral contract existed between the buyer and seller even prior to the purchase order and acknowledgement. [Note the Hill v. Gateway case where Easterbrook held that a contract was formed over the phone -/ before the arrival of the computer and the buyer's chance to read the terms inside the box!] Also, note that under 2-207, the offer and acceptance can be solidified even if the acceptance states terms that are additional or different from the terms agreed upon. Would the consequential damages clause from the seller's point of view be upheld as part of the contract? There are a few UCC sections to look at here. The first is 2-207 which applies to additional (or different) terms in acceptance or confirmation and only applies after the contract is formed. Since we are to assume that a contract was already / formed, and since it was likely formed before the conflicting purchase order and acknowledgment form were exchanged, 2-207 should apply. Under 2-207(2), known as the "Battle of the Forms", additional (or different) terms are to be construed as Page 2 of 8
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(Question 1 continued) ID: Sales_{Gebbia)_l3FL proposals for addition to the contract unless the contract is between merchants, in which case the terms would become part of
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