Business Laww

Article 2 of the UCC governs contracts for sales of good.

Under the UCC, a sale is the passing of title from a seller to a buyer for a price payable in cash, goods, or services.

To be characterized as a good under the UCC, an item of property must be movable.

A lessor is a party who acquires a right to the possession and use of goods under a lease.

Under the UCC, a sales or lease contract will fail for indefiniteness if one or more terms are left open.

In a contract between merchants, additional terms in the parties' separate standard forms always automatically become part of the contract.

In interpreting a commercial agreement, a court will assume that the course of dealing between the parties was taken into account.

Whenever the parties to an international transaction fail to specify in writing the precise terms of the contract, the United Nations Convention on Contracts for the International Sale of Goods (CISG) will be applied.

If a sale involves crops that are to be harvested within twelve months, identification takes place when the crops are planted.

Fungible goods are goods that can be delivered only by transport.

A seller with voidable title can transfer good title to a good faith purchaser for value.

Under the UCC, the risk of loss necessarily pass with title.

When a seller keeps the goods for pickup, if the seller is a merchant, the risk of loss passes to a buyer on tender of delivery.

If a lessor is a merchant, the risk of loss passes to a lessee on the lessee's receipt of the goods.

When a buyer breaches a contract, the risk of loss immediately shifts to the buyer.

Rally Co. enters into a contract to sell ski gear to SnoSportz Company, which sells a pair of skis to Tyra, a consumer, who later sells them to Uli, another consumer. Article 2 of the UCC applies to the sales transaction between:

Fresh Harvest, Inc., agrees to sell to Gina's Bed & Breakfast Inn a certain amount of locally grown produce each week but no mention is made of where the goods are to be delivered. In general, the UCC requires that the delivery take place at:

Valley Farms offers to sell Whole Harvest Bakeries, Inc., five hundred bushels of wheat. Whole Harvest responds, "We agree to buy five hundred bushels only if the wheat is Grade A quality," The statement is:

Olisa enters into a contract to buy a stove from Pay-to-Own Appliance store with the price to be paid in monthly installments. After 36 months of payment, Olisa has paid more than twice the price of a similar stover. Eighteen payments remain due under the contract. Under the UCC, the court can evaluate the contract to determine whether it was unreasonably unfair and one sided:

Overseas Corporation (OC), a U.S. firm, orally agrees to sell six freezers to Pisa Pizza, Ltd., in Italy. OC fails to deliver. Under the CISG, Pisa Pizza can:

Leasing Equipment Corporation (LEC) agrees to lease five computer workstations to Mapmakers, Inc. Before any interest in the workstations can pass from LEC to Mapmakers, they must be:

Laraby, a representative for Merchandise Shipping Company, delivers a bill of lading to Caitlin, the owner of Dockside Warehouse. A bill of lading is:

Catchy Gadgets Corporation and Discount Outlets, Inc., enter into a contract for a sale of kitchenware. The contract requires Catchy to deliver the goods to Rapido Carrier Company for transport to Discount's warehouse. Risk of loss passes to Discount when:

Harley's Home Store buys furniture from Relax-a-by Furniture, Inc. The parties agree that the furniture will be shipped "F.O.B. Relax-a-by's warehouse" to Harley's via Jiffy Shipping Corporation. The furniture is lost in transit. The loss is suffered by:

Matrix Material Corporation in New Jersey sells fifty tons of fabric to Natural Fit Clothing, Inc., in Ohio, "F.O.B. New Jersey." Matrix arranges with Outbound Truckline to transport the goods. The cost of the transport will be paid by:

Mitchell buys 100 bales of hay from New Grain Fields. The parties agree that the hay will be transported "F.O.B. New Grain Fields" via Farm County Trucking Company. Farm Country's truck and the hay are lost in a fire following an accident. The loss is suffered by:

Marine Recreation, Inc., allows Nels to take a Marine Recreation boat for a "test run." Nels tries the boat a few hours, returns, and buys it. This is:

Crest Jewelers buys diamonds from Paramount Gems to resell with the rights to return the unsold stones in lieu of payment. This is:

NuStores accepts a shipment of Quik View-brand 3D HD DVD players from Open-Ur-Eyes, Inc. NuStores later discovers a defect in the players, revokes acceptance, and returns the players via Playback, Inc. During the return, the players are lost. The loss is suffered by:

Pie Sales Corporation orders ReadyMade-brand pies from Savory Foods Company. Savory identifies the goods. Before they are shipped to Pie Sales, an insurable interest in the goods exists in:

Goods associated with real estate never fall within the scope of UCC Article 2.

If a contract in which goods and services are combined is primarily a goods contract, any dispute over it will be decided under the UCC.

Article 2 of the UCC governs sales of goods

Under the UCC, a sale occurs when title passes from a seller to a buyer for a price

The UCC governs sales of services and real estate.

Under the UCC, an agreement modifying a contract needs new consideration to be binding.

If a contract for a sale of goods is missing a term, it will not be enforceable.

An unconscionable contract is a contract so one-sided and unfair, at the time it is made, that enforcing it would be unreasonable.

The CISG is to international sales contracts what Article 2 of the UCC is to domestic sales contracts.

Under the UCC, an offer to buy goods can be accepted only by a prompt shipment of the goods.

A lease agreement is the lessor and lessee's bargain.

No oral contract is enforceable under the UCC.

_____ is a sequence of conduct between parties that occurred before their agreement and establishes a common basis for their understanding.

_____ is any practice or method of dealing having regularity of observances in a place, vocations, or _____ so as to justify an expectation that it will be observed with respect to the transaction in question.

The express terms of an agreement, the course dealing, and the usage of trade will be construed to be _____ with each other whenever reasonable.

When that is not possible, the _____ prevail.

Ernestine pays a Discount City store $1,500 for 3D HDTV. Under the UCC, this is:

Chips n' Digits Electronics, Inc., sells computers, and some computer accessories, to persons who order them. Chip n' Digits is a merchant with respect to:

MediQuip Corporation and LiquidClean Products, Inc., enter into a contract for a sale of goods that does not include a price term. In a suit between MediQuip and LiquiClean over this contract and the price, a court will:

Builders Supply Company sells two construction cranes to Contractors, Inc., which leases one crane to Design Worx Corporation and gives the other to Equipment, Inc. Article 2A of the UCC applies to:

Rugged Boots, Inc., and Strata Shoe Company orally agrees to a sale of 100 pair of hiking boots for $5,000. Rugged gives Strata a check for $500 as a down payment. At this point, the contract is:

Mall Stores Corporation sends its purchase order form to Neat Displays, Inc., for shelving. Neat responds with its own form. Additional terms in Neat's form automatically become part of the parties contract:

Gina and Hootie dispute the interpretation of an ambiguous clause in their contract. In a suit to determine the meaning of the clause, the court may accept evidence of:

Eagle Products, Inc., assures Fine Retail Corporation that is offer to sell its products at a certain price will remain open. This is a firm offer only if:

Kelly enters into a contract with Jersey Appliances, Inc. In a later suit, Kelly claims that a clause in the contract is unconscionable. If the court agrees, it may:

Mac's Service Station agrees to buy an unspecified quantity of ethanol from NuFuel Corporation. NuFuel breaches the contract. Mac's can most likely:

_____ means that delivery is at a seller's expense to a specific location - the place of shipment or a place of destination.

When the term is _____ place of shipment, risk passes when the seller puts the goods into a carrier's possession.

When the term is _____ place of destination, risk passes when the seller tenders delivery.

_____ requires a seller at his or her own expense and risk to deliver goods alongside the ship that will transport them at which point risk passes.

Before an interest in specific goods can pass from a seller to a buyer, the goods must be identified.

Under all circumstances, title passes at the time and place that the buyer accepts the goods.

Unless a contract provides otherwise, it is normally assumed to be a shipment contract.

In a sale on approval, the buyer can set aside the deal by returning the goods.

A buyer and a seller cannot both have an insurable interest in the same goods at the same time.

If a buyer breaches a contract, the risk of loss shifts to the buyer.

In a sale on approval, the risk of loss passes to the buyer as soon as the buyer takes possession.

An innocent buyer can acquire title to goods as a good faith purchaser from a thief.

Under a destination contract, title passes at time and place of shipment.

If a seller is a merchant, the risk of loss passes when a buyer takes possession of the goods.

Ron agrees to sell 1,000 pens to State University Book Store. Before an interest in the pens can pass from Ron to the bookstore, the pens must be:

Calibrate Corporation agrees to ship one hundred scientific calculators to GR8 Equations, Inc. Before the calculators arrive at GR's laboratory, the are lost. The most important factor in determining who bears the risk of loss is:

Sid buys an MP3 player from Tom, his neighbor, who agrees to keep the player until Sid picks it up. Before Sid can get it, the player is stolen. The loss is suffered by:

Slick Floor Stores buys title from Smooth Tile Corporation. Snug Storage holds the tile in a warehouse. The tile is delivered to Retail by the transfer of a negotiable warehouse receipt. A fire later damages the tile. The loss is suffered by:

Omni Architects buys ten drafting desks from Precision Supply, Inc. They agree to ship the computers "F.O.B. Omni" via Quik2U Trucking Company. The desks are lost in transit. The loss is suffered by:

NuProdux Inc. (NPI), agrees to sell 100 cell phones to MyTalk Cell Service. NPI identifies the goods by marking the crate with red stripes. Before the crate is shipped, an insurable interest exists in:

Spiffymade, Inc., ships fifty defective heaters to Thermal Products Corporation. Thermal rejects the heaters and ships them back to Spiffymade, via Unwieldy Transport, Inc. The heaters are lost in transit. The loss is suffered by:

Red Apples Corporation agrees to sell forty cases of apples to Sweet Fruit, Inc. under a shipment contract. Red gives the apples to Refrigerated Trucking, Inc. (RTI), which delivers them to Sweet. Title passes when:

Nora leaves her car with OK Auto Sales & Services for repairs. OK sells the car to Pete, who does not know that OK has no right to sell the car. Nora can recover from:

Lorena buys a scooter from Mooch's Motor Sales, which agrees to keep the scooter until Lorena picks it up. Before she gets it, it is stolen. The loss is suffered by:

The duties and obligations of the parties to a contract include those specified in the agreement.

Generally, under a sales or lease contract, all goods must be tendered in a single delivery.

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