Sunday, April 28, 2013

Sale Definitions

TermsDefinitions
A transfer of ownership of personal property for a price (consideration) is aSale

Making a contract (present sale) or agreement to sell goods at future time is a
Contract for Sale

Present transfer of ownership with delivery but no consideration is either a
Bailment or a Gift

Goods are ____________ at time of identification with contract for sale. 
moveable

Goods includeunborn animals, growing crops and?
things attached to realty which can be severed without harm
Money for payment of purchase price, investment securities, intangible personal property (accounts receivable, commercial paper, ownership interests) are?Not goods
Can there be a present sale of future goods?No. It is a contract to sell in the future.
Any unit of them is equal to any other like unit (oil in storage tank)Fungible goods
What is a signed written offer by merchant to buy or sell goods which assures offer will be held open for stated time or reasonable time not to exceed 3 months?Firm offer
What is a person called who deals in goods similar to goods of transaction or by occupation has special knowledge or skills about practices/goods involved?Merchant
When does a buyer obtains property rights and insurable interest in existing, identified goods?At time of Identification of the goods to the contract
Absent an agreement, identification of goods occurs: When contract is made and existing goods are referred to in the sales contract, when crops are planted or young conceived OR?When goods are shipped, marked or designated by the seller as the goods for the contract
What is when a seller puts & holds conforming goods at buyer's disposition & gives buyer notification necessary to take delivery is called?Tender
What is a condition which must be fulfilled BEFORE agreements, promises and covenants are binding?Condition precedent
What is a condition or occurrence which when it occurs, it causes agreements promises and covenants to CEASE to be binding called?Condition subsequent
What is the right of buyer after breach to buy substitute goods called?Cover
The UCC deals with contracts for sale of goods NOT for real property, investment securities OR?Services
A contract will be found even if some terms left open if _________________and there's a basis for giving appropriate remedy.Parties intended to form contract
When price not agreed upon contract price is a reasonable price AT?Time of delivery
When no place for delivery is specified, delivery should take place at the seller's place of business, at the seller's residence if he has no business, OR?If goods known to be elsewhere then there
When delivery time is not specified, what is the delivery time?Reasonable time
When not specified & no is credit advanced, when is payment due?At time & place buyer receives goods
When particulars of performance are not stated in contract they must be specified by one of the parties AND?Specifying party must act in good faith in forming particulars
In a seller's output or buyer's requirements contract, the amount must be aReasonably foreseeable figure
Unless otherwise indicated acceptance can be in any way that is?rReasonable under the circumstances
Under UCC, how are additional terms in an acceptance treated?Proposals for addition to a contract.
Between merchants, when acceptance includes additional terms, additional terms do NOT become party of the contract when the offer expressly limits acceptance to the terms of the offer, the additional terms materially alter the offer OR?Notification of objection to additional terms is given within reasonable time of notice of additional terms
When writings by parties do not establish contract, conduct by both parties recognizing existence of a contract IS?Sufficient to form a contract
A modification or rescission need to be supported by a writing to be binding WHEN?THE signed agreement precludes modification except by signed writing
Contract for sale of goods for price of $500 or more is unenforceable without written memorandum signed by party to be charged under theStatute of Frauds
A writing is NOT insufficient if it omits or incorrectly states an agreed upon term but the contract is?Not enforceable beyond the quantity of goods shown in the writing.
What are:
1. Specially manufactured goods
2. Part payment or receipt of goods (enforceable only for part paid for or delivered)
3. Admission in court (acceptance and receipt)
4. Merchant's confirming letter (merchant to merchant, both bound)
Exceptions to Statute of Frauds SPAM
FOB (free on board) shipment or destination are?Standard Shipping Terms
When seller bears risk/expense of delivering goods to carrier for transport; buyer pays transportation and bears risk; and title passes when goods put in possession of carrier it is called?Shipment contract or FOB shipment
When seller bears risk & cost of transporting goods to named destination and title passes upon tender at destination it is called?Destination contract
When seller at own risk/expense delivers goods along side of vessel/dock named by buyer its called?Free alongside (FAS)
Unless between merchants, agreement precluding modification on form supplied by merchant must be?Signed by the other party
Under UCC, for modification, new consideration is?Not required
UCC applies to sales & leases of hardware AND?Sales and licensing of software
Under the UCC, when terms of a contract are unclear, the terms can be explained by?Course of dealing and usage of trade.
The UCC allows the price to be open in contracts and if necessary?A reasonable or market price will be supplied
Contracts over $500 need a quantity under statute of frauds. True or false?True
Does the quantity need to be precise?No
When a firm offer does not state a specific time that it will remain open, it remains open for?A reasonable time not to exceed three months.
UCC rejects the mirror image rule and focuses on?The parties intent to be bound
Under the Battle of Forms Rule, between merchants, additional terms included in the acceptance?Become part of the contract
Exceptions to additional terms becoming of the contract are?1. When the original offer precludes it
2. New terms materially alter the original offer
3. The offeror gives notice of objection within a reasonable time
When the parties are not merchants, the offeror needs to expressly accept additional terms included in an acceptance. True or False?True
An accommodation is when?A seller substitutes goods because he does not have the goods ordered by the buyer
If the buyer accepts the substitute goods a contract exists. If the buyer does not accept the substitute goods?No contract exists
Under the perfect tender rule, if a seller's tender is not perfect, the buyer may?1. Reject the whole lot of goods
2. Accept the whole lot of goods
3. Accept some and reject remaining.
When a buyer rejects defective goods he must disclose the nature of the defect to the seller to?Give the seller a chance to cure
When the seller does not provide the promised cure for defective goods, the buyer may?Revoke his prior acceptance of the goods.
Performance may be excused for either seller or buyer when the cooperation necessary for performance was not provided. True or False?True
Is performance excused when substitute performance is possible?No
With a consignment, the consignor appoints a consignee to sell goods if these four conditions are met?1. Consignor keeps title to goods
2. Consignee is not obligated to buy or pay for goods
3. Consignee receives commission for the sale
4. Consignor receives the proceeds of the sale
When a party having voidable title transfers goods to a good-faith purchaser for value, the latter obtains?Good title
Three examples of voidable title are?1. Goods paid for by check later dishonored
2. Goods obtained by fraud, mistake, duress or undue influence
3. Goods obtained from a minor
Thieves and finders of property have?Void title
Rejection (justified or not) of goods and a justified revocation of acceptance?Reverts title to the seller
Under the UCC risk of loss is independent of title. True or false?True
Either party, upon breach of the other, can cancel the contract and?Terminate executory obligations
A seller has the right to cure non-conformity (tender of non-conforming goods) within the original time of the contract, or?Within a reasonable time but he must notify the buyer of his intent to cure
A seller may resell goods if the buyer breaches before acceptance of the goods in a public or private sale. True or False?True
When a seller resells goods because the buyer breached before acceptance of the goods, the seller must give buyer notice of a private sale and?Seller is not responsible to breaching buyer for profits made on the sale
When seller learns that a buyer is insolvent, the seller may: stop delivery of goods in carrier's possession, recover goods received by an insolvent buyer if requested within 10 days of receipt, AND?Require the buyer to pay cash
When a buyer has made a written misrepresentation of solvency within 3 months prior to delivery the 10 day limit to reclaim goods does not apply. True or False?True
When a buyer repudiates the agreement or refuses the goods, the seller may recover:
difference between contract price and market price at time of tender, AND?
Incidental damages minus expenses saved as a result of buyer's breach
When buyer repudiates or refuses goods, and difference between contract price and market price at time of tender and incidental damages are inadequate to make the seller whole, the seller can?Sue the buyer for lost profits
When buyer repudiates or refuses goods, the seller can recover the full contract price when:
buyer has already accepted the goods, conforming goods were destroyed after risk of loss passed to the buyer OR?
Seller is unable to resell goods identified to the contract
When buyer rejects non-conforming goods, the buyer must: care for goods until returned, follow reasonable instructions of seller for selling/returning, AND?Make a reasonable effort to sell the goods when the goods are perishable
The buyer has a security interest in the goods in his possession to the extent of any payments made to the seller and expenses incurred and _______________ to recover payments.May resell the goods
When a seller breaches by shipping non-conforming goods, the buyer may recover the following damages:
consequential damages resulting from buyer's needs that seller was aware of at the time of contracting when buyer was unable to mitigate those damages AND?
Difference between contract price and market price at time buyer learns of breach
When a seller breaches by shipping non-conforming goods, the buyer has a right to cover by substituting goods from another sellerand is entitled to damages of the difference between the cost of cover and the contract price, incidental and consequential damages. True or false?True
A buyer's failure to cover for a seller's breach does not bar a buyer's other remedies. True or False?True
Once contract goods have been identified, the buyer obtains?Rights in those goods.
Three ways that identification of goods to a contract occurs are?1. Shipment
2. Marking as part of the contract
3. Designation to the contract in some other way
When goods are identified to a contract, two specific rights that the buyer obtains are?1. Insurable interest
2. Right to obtain goods upon offering contract price (right of replevin)
The right of replevin (suing for possession of goods wrongfully held by seller) is not allowed if buyer can cover. True or false?True
Statute of limitations for the sale of goods is four years and:
a. Actions for breach must be brought within this period
b. Parties may agree to reduce this time but not extend
c. Statute begins to toll when contract is breached
d. All of the above
d. All of the above
A lessor is a person who transfers the right to possess named goods AND?Use them in ways described in the lease
For leases, the statute of frauds is similar to that for the sale of goods except the stated minimum is?$1000
Exceptions to the statute of frauds for leases are:
a. Specially manufactured goods
b. Lessor/lessee admission of oral lease in court proceedings
c. Both of the above
c. Both of the above
For leases, rules on acceptance, revocation of acceptance and rejection of goods are similar to those for sales of goods. True or False?True
For leases, buyer's and seller's remedies for breach are similar to those for sales of goods. True or false?True.
For leases, principles for performance includeanticipatory repudiation, adequate insurance and impractibility. True or false?True
Leases may be assigned. True or false?True
Leases are covered by the general principles of sales and contract law for:
a. Warranties
b. Parol evidence
c. Firm offers
d. Risk of loss
e. Unconscionable agreements
f. All of the above
f. All of the above
Under the UCC, a lease may be made in any manner sufficient to show by words or conduct that the lessor and lessee intended to form a lease of the identified goods. True or false?True
Leased goods may become fixtures. True or false?True
Lessor has right to take possession of leased property after default without?The requirement of court adjudication
Contracts for the International Sale of Goods (CISG), by constitutional law, prevail over the UCC when it applies and when it conflicts with the UCC. True or false?True
Areas where CISG and UCC differ are:
a. CISG requires price term to be included for contract to exist unless a method to determine price in the future is clearly set in the contract
b. Under CISG, unlike UCC, a contract is formed when RECEIVED by offeror
c. CISG provides that there is no contract if the terms of the acceptance differ from the terms of the offer
d. All of the above
All of the above
The CISG allows offers not supported by consideration to be irrevocable if?Written
CISG allows offeror to make the offer irrevocable by?Orally stating so
CISG provides sales contracts may be oral with no rule regarding the amount of money. True or false?True
Under CISG, proof of contract may be made by?Any reasonable means
Under CISG parties are encouraged to include choice of language and choice of law clauses to?Help settle disputes

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