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Commercial Law
Rutgers University, Newark School of Law
Hill, Richard W.

Commercial Law
1)      Introduction
a)      Exam: 2 essays: 20-30 T/F Cite to UCC, CISG or CC; between 2 to 4 short answer questions. In essays he wants you to spot issues. Put all answers in booklet. 4 hours. You can bring both texts and the UCC and notes.
b)      UCC is an effort to codify significant pieces of commercial law.
c)      Codified by National Conference of Commissioners and American Law Institute
d)      10 Articles. We’re looking at Article 2 “Sales” and 2A “Lease of Goods”; and 3 “Negotiable Instruments”; Article 4-Banking System (including electronic funds transfers.
e)      In 2001 Article 1 was totally revised. In 2003 revisions were made to 2 and 2A of the code. Article 1 has only been adopted by 5 states. Article 2 and 2A have not been put out for adoption yet. We will use the revised Article 1 and Article 2 and 2A. See revision which begins on page 1043 for Section 1. With respect to 2 and 2A we have to look at current version which is at the beginning and then look at revisions. They have not printed the whole 2 and 2A, so. The case book considers the revisions to 2 and 2A. Comments after UCC have not been enacted by the legislature and sometimes are inconsistent with the language of the code. In most cases rely on the language of the code.
f)        He expects us to learn when the UCC applies; expects that you’ll be able to flip through the code and find applicable section; prepare for class by reading relevant section of the code; think about what you would do as a lawyer to avoid the problem that has occurred.
g)      Essays and True False Question with a citation from UCC to support answer
h)      Sections to Note:
i)        In 1-103 you can read a but you should be aware of b. If no answer in the code, you’re free to look at other bodies of law to find the answer
ii)       1-201 is definitions; flip through and then read definitions in Article II.
iii)     1-302: The affect of UCC may be varied by agreement (i.e. the parties can decide not to abide by provisions of UCC).
iv)     1-303. COURSE OF PERFORMANCE, COURSE OF DEALING, AND USAGE OF TRADE
(a) A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if:
(1) the agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and
(2) the other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.
(b) A “course of dealing” is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.
(c) A “usage of trade” is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage must be proved as facts. If it is established that such a usage is embodied i

ing by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an interest in property.
vi)     1-301: Major change in the UCC particularly in subsection b which says that the parties to the transaction may determine what law may apply to the transaction whether or not it bears a reasonable relation to the state.
(1)   Note that if we’re dealing with consumers freedom of K is restricted more.
i)        Some backgrounds concepts:
i)        Liens
(1)   What if lender gets a judgment does it help? No they need to get a writ of execution (used to get an involuntary lien on property).
j)        Article 2 “Sales”:
i)        2-101 “Sales”:
(1)   Need to keep in mind whether a transaction in goods is a sale of goods
(2)   SECTION 2-106. DEFINITIONS: “CONTRACT”; “AGREEMENT”; “CONTRACT FOR SALE”; “SALE”; “PRESENT SALE”; “CONFORMING” TO CONTRACT; “TERMINATION”; “CANCELLATION”
(1) In this Article unless the context otherwise requires “contract” and “agreement” are limited to those relating to the present or future sale of goods. “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time. A “sale” consists in