A simple definition of a “good” is
movable, tangible property
A good not yet manufactured is called
A future good
A contract to sell
involves future transaction
In performance of a contract, good faith:
1. Means honesty in fact
2. if lacking, breaches the contract
1. Deals in goods of the kind
2. possesses special skills or expertise in goods of the kind
3. employs agents or brokers who posses special skills or expertise of the kind
When a contract does not specify when a performance is to occur
It must be in a reasonable time
A contract for $500 or more
1. Must be in writing
2. Must be signed by the party being charged
3. is covered by the statue of fraud
To accept an offer for the sales of goods
an offered does NOT need to respond in the same manner
An auction where the goods may be withdrawn prior to the announcement of a sale is called a:
with reserve auction
The purposes of the Commercial Code are:
(1) to simplify, clarify, and modernize the law governing commercial transactions;
(2) to permit the continued expansion of commercial practices through custom, usage and agreement of the parties, and
(3) to make uniform the law among the various jurisdictions
covered in Division 2 are interpreted broadly enough to include leases, bailments, and gifts. However, the majority of the specific provisions (and those with which we are concerned ) apply to CONTRACTS for the SALE of GOODS.
Examples of Goods
(1) Specially manufactured goods
(2) The unborn young of animals
(3) Timber to be cut
(4) Growing crops
Examples go things that aren’t “Goods”
(1) The money in which the price is to be paid;
(2) Investment securities;
(4) The sale of real estate/land
consists of the passing of title from the seller to the buyer for a price.
A MERCHANT “is a person who:
(1) deals in goods of the kind or
(2) otherwise, by his/her occupation, holds himself/herself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or
(3) to whom such knowledge or skill may be attributed by his/her employment of an agent or broker or other intermediary who by his/her occupation holds himself/herself out as having such knowledge or skill.”
Under general contract law all essential terms must be stated and agreed to form an enforceable contract
Manner of Agreement
Under general contract law a contract can be formed by words or conduct.
Under general contract law, generally an offer can be revoked any time before it is accepted
*Between Merchants, an offer in writing, and stated to be irrevocable, is irrevocable for the time stated or a reasonable time – without consideration.
A Merchant’s offer of sale of goods to a licensed contractor is irrevocable if certain conditions are met.
Statute of Frauds
A contract for the sale of goods with a price of $500 or more must be in writing signed by the party to be charged.
*Contract is between Merchants – a writing sent by one Merchant confirming the contract will bind the other party to the contract even though he has not signed the writing. (Unless notice of objection
PERFECT TENDER RULE:
Seller’s basic obligation is to deliver conforming goods to the buyer as required by the contract, at the time and to the place provided by the contract or by the Commercial Code.
If Seller breaches this obligation, Buyer may: (1) accept the entire nonconforming delivery; (2) reject the entire delivery; or (3) accept any commercial unit and reject the rest.
The Seller has the right to ____ the imperfect tender of delivery if time remains to perform under the contract
Buyer’s Basic Obligations
accept and pay in accordance with the contract.
Unless provided otherwise, obligation is to pay is condition precedent to sellers delivery.
Buyer’s Obligations: Inspection
to verify that the goods are conforming, the buyer should inspect them within a reasonable time after delivery
Buyer’s Obligations: REJECTION OF GOODS
– an indication that the buyer is unwilling to accept the goods tendered. – Rejection under the perfect tender rule allows the buyer to sue for breach.
Buyer’s Obligations: ACCEPTANCE OF GOODS
when the buyer indicates to the seller that the goods are conforming or that the buyer will retain them in spite of the nonconformity, an acceptance has occurred . ( Also occurs if the buyer acts inconsistently with rejection.)
Buyer’s Obligations: REVOCATION OF ACCEPTANCE
if a buyer accepts goods under a belief that the goods were conforming and the nonconformity was difficult to discovery or that the seller intends to cure a known nonconformity, the buyer may revoke acceptance.
Breach of Sales Contract
A victim of a breach of contract for the sale of goods is entitled to remedies available under general contract law including damages.
When a party to a contract for sale of goods reasonably believes that the other party may not perform, it may demand written assurance that the other party will perform
When a party fails to provide written assurance of performance, the non-breaching party may select from three actions:
(1) give the breaching party a commercially reasonable time in which to tender conforming performance;
(2) make use of any remedy provided for under the Commercial Code;
(3) suspend its own performance.
If the buyer is unable to tender cash, the seller is under no obligation to deliver the goods, and may stop the delivery of any goods already shipped to the buyer
Merchant must observe _____ _____ ______ standards of fair dealing in the trade in addition to acting in good faith
reasonable commercial standard
when they are accordance with the obligation under the contract
refers to the present ability and willingness to perform the exact terms of the contract (perfect tender)
only requires that the seller put the goods into the hands of a common carrier for ultimate shipment to the destination
Requires seller to actually deliver the goods to the named destination
is to obtain replacement or substitute goods