Establishing exact point of agreement is not

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Establishing exact point of agreement is not essential to existence of the contract Terms may be left open and UCC will fill them Quantity must be specified unless a requirements or output contract
UCC Statute of Frauds UCC 2-201 requires a writing for sales of goods worth more than $500 Writing must be signed by the party to be charged Writing merely has to indicate the existence of a contract Writing may be enforceable even if it omits or incorrectly states certain terms Enforceable up to quantity stated
UCC Statute of Frauds UCC statute of frauds exceptions Contract between two merchants will be enforced even if sufficient writing is signed by only one merchant if writing sent to other merchant within reasonable time and other merchant fails to object within 10 days Specialty goods written contract not required for sales of goods specially manufactured for the buyer Judicial admission no written contract required if party admits in court pleading that the contract exists Delta Star v. Michael’s Carpet World
UCC and Definite Terms UCC 2-207 Acceptances with additional or different terms may still create a contract if evidence suggests parties intended to contract Possibilities Acceptance mirrors offer = contract Acceptance adds terms not in offer = contract between merchants with additional terms unless: offer insisted on mirror image acceptance or additional terms materially alter the offer or offeror promptly objects Acceptance and offer have different terms = contract with differing terms cancelling each other and UCC gap fillers apply Superior Boiler v. RJ Sanders
UCC and Definite Terms Open Price UCC 2-305 if price not specified then market price controls Open Quantity UCC 2-306 quantity must be specified unless contract is an output or requirements contract Contract modification UCC 2-209 no additional consideration is required to modify a contract if both parties agree to the modification Contract may prohibit oral modification Contracts prohibiting oral modification between merchant and non- merchant must be separately agreed to by non-merchant Mathis v Exxon
Ownership and Risk of Loss In order for ownership to pass from seller to buyer Goods must exist and Goods must have been “identified to the contract” Identification occurs at the point agreed to by the parties. If no agreement then identification Occurs at contract formation if goods exist and are described For agricultural products identification occurs at conception for animals and upon planting for crops All other goods that don’t exist at time of contract, identification occurs when seller marks, ships or otherwise indicates exact goods subject to the contract
Passing of Title Existence and identification permit passage of title Under UCC 2-401 title may be passed in any manner agreed to but if there is no agreement If goods are to be moved, then title passes from seller to buyer when seller has completed its shipping obligation

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