Exam 11: Domestic and International Sales

Under the common law, a contract cannot be formed until an offer is clearly accepted. Under UCC Article 2:

If the sale of a good also involves services, such as installation of the goods, the contract falls under the Article 2.

A buyer who receives goods that are nonconforming may reject them as a breach of contract and withhold payment. This is referred to as:

It is customary for new car dealers to clean and check new cars prior to delivery to customers. Danver Chevrolet fails to do those checks before delivering a new car to a buyer. A check would have revealed that the exhaust was going into the passenger compartment. While driving, the buyer is overcome by carbon monoxide and crashes.

If a country has adopted the United Nations' Convention on the Recognition and Enforcement of Foreign Arbitrable Awards then:

Article 2 provides that unless the parties expressly agree otherwise, an implied warranty of merchantability accompanies sales by merchants.

A buyer and a seller would like to enter into a contract for the sale of goods. In his offer the buyer does not specify a price. The seller agrees with the arrangement.

Miller needs to paint his metal workshop. He tells the paint store what he needs and says he is concerned about peeling. The seller recommends Pitts, which the company advertises as good for such use. If Miller buys Pitts based on the recommendation, and it peels right away, with respect to fitness for a particular purpose, there is:

The (higher) price paid by a buyer for substitute goods in the event of a breach by a seller is called:

In contrast to the law of contracts, Article 2 of the UCC specifically governs service contracts and contracts involving real estate.

In October, Ashton Co. ordered machines from Ross Tool to secure propellers onto airplanes. Delivery was set for December. In November, Clyde told Ashton that its propeller supplier could not ship propellers that would fit the Ross machines. Ashton told Ross that it was canceling the contract for the machines. Ross may sue:

InOrkal 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 courts held that under the UCC:

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

Balls, Inc. sells all baseballs needed by Major League Baseball (MLB). MLB agrees that prices and quantities will be determined at the beginning of each year. After 4 years, MLB decides its needs fewer balls and demands it be allowed to buy less. Balls demands MLB buy as much as in years before. If MLB sues under the UCC it will likely:

Many land experts prefer to write contracts for the sale of property under Article 2, as it tends to favor sellers.

The proper tender of goods to, and their acceptance by, the buyer entitles the seller:

When a buyer has agreed to purchase the total output of a seller, there is a:

Buyer is obligated to pay damages under Article 2 for a breach of contract if:

Anyone who presents themselves as having knowledge about a product will be held to the UCC standard of a merchant, even if the person does not have skilled knowledge.

A "reasonable price":