Preliminary Issues

Question 1

What does the UCC govern?

Answer 1

Sale of Goods

Question 2

What are examples of types of goods the UCC covers the sale/exchange of?

Answer 2

Any Movable Item, Including:

1. Growing crops (while growing & after harvest)
2. Uncut timber
3. Unborn animals
4. Computer softwear and other elec. info.

Question 3

What factors are weighed in determining the predominant purp. of the K ?

Answer 3

1. Lang. of the K
2. Nature of the supplier’s business
3. Relative values of the goods v. services

Question 4

What law applies if a contract is for both the sale of goods and for services?

Answer 4

Mixed Contract - Applicable law is determined by the Predominant purpose test

• What is the predominate purpose of the transaction?
  
  • Is it more about the goods sold or the services provided?

Question 5

What is an express Contract?

Answer 5

Formed expressly by language

• Written or oral
• If oral make sure it doesn’t fall w/in SOF

Question 6

What is an implied in fact K?

Answer 6

K formed by conduct not words

Question 7

When does an implied in law contractual obligation arise?

Answer 7

When K theory fails to produce a just result

• Quasi K is avail as equitable doctrine to prevent unjust enrichment of one party
  
  • Quasi K
    
    • One party confers a benefit on another w/ reas. expectation they will get paid for the benefit OR
    • One pers. reas. relies on gratuitous prom. made by another (prom. est.)

Question 8

Unilateral K

Answer 8

Offer expressly demands acceptance by performance

• Notice of acceptance req. if offeree has reas. to know offeror wouldn’t learn of perf. w/ reas. cert. & promptness
• Reward, Prize, contest - Unilateral b/c they can only be accepted by completeing perf.

Question 9

Bilateral Contract

Answer 9

Both side make promises to perform

Question 10

How is a UCC Contract formed?

Answer 10

K for the sale of goods can be made:

• In any manner sufficient to show agreement
• Including conduct by both parties which recognizes the existence of a K