Exam 11: Domestic and International Sales

Under Article 2 of the UCC a contract can exist even if which of the following terms is(are) omitted:

Because the UCC's warranty requirements create a tough standard, sellers may wish to reduce their liability by issuing:

Under Article 2, an acceptance is invalid if the parties intend to form a contract but the offeree's acceptance contains different terms from the original offer.

Under the UCC, the seller's basic obligation includes being concerned with:

Venable bought a car from a dealer. SunTrust financed the purchase. Venable promised to make 75 monthly payments; the car could be taken by SunTrust is she failed to pay. After five years, SunTrust seized the car and sold it at auction. It sued Venable for the remainder owed on the debt. She argued that SunTrust acted improperly because there is a four-year statute of limitations under Article 2 of the USS. SunTrust argued that the six-year statute of limitation that applied to common-law contracts applied to the matter. The trial court agreed with SunTrust. The appeals court held that:

Article 2 requires sales contracts to be in good faith.

Before the UCC interstate contracts for the sale of goods were primarily governed by federal common law.

Article 2 of the UCC applies to all sales agreements, except those between merchants.

If the delivery terms are not specified in a contract, the normal usage that the courts impose is for the seller to pay for shipping to the buyer's place of business.

Under the common law, a contract is not formed unless there is no question that an offer has been accepted. Article 2 provides that a contract can be formed in any manner, including "conduct" that shows an agreement between the parties.

A good is tangible if it:

In Orkal Industries v. Array Connector, where Orkal bought parts from Array by sending an order form, but Array confirmed with its own form that contained different terms. Orkal did not object to the different terms until litigation arose later at which point the added terms mattered. The appeals court held that if the changed terms were minor they would be binding, but material changes require assent under the UCC.

The seller has the right to default on contractual obligations by rejecting tender of goods that conforms to the contract.

Under the UCC, the seller's basic obligation includes being concerned with:

Lex mercatoria refers to:

If the parties to a sale under the UCC do not specify when the title to the goods passes, then, assuming goods have to be shipped, title passes to the buyer when:

Under the CISG, an offer becomes effective when:

Under the common law, an offer can be revoked:

Under the UCC, parol evidence may not be used:

Article 2A is a recent addition to the UCC that extends it to cover certain leases of personal property.