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Sales and Leases of Goods
SUNY Buffalo Law School
Buckley, Elizabeth F.

FALL 2008
I.                    Introduction to UCC
a.      What is the UCC?
                          i.      Both a genuine code and an invitation for courts to continue the common law tradition
                        ii.      Promotes stability & uniformity
                      iii.      Comments to UCC synthesize material and tell you what sections work together
b.      Revised §1-103(b)
                          i.      Unless displaced by particular provisions of the UCC, principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause supplement its provisions
II.                  Contracting
a.      Foundational Terms & Principles
                          i.      Merchant Status
1.      §2-104 (1) Merchant
a.      A person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction; or
b.      Who employs an agent or intermediary having such knowledge or skill
2.      §2-104 (3) Between merchants
a.      Means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants
3.      §2A-103 (t) Merchant lessee
a.      Means a lessee that is a merchant with respect to goods of the kind subject to the lease
                        ii.      Unconscionability
1.      §2-302 is a rare policing statute that empowers courts to openly refuse to enforce unconscionable terms
a.      §2-302 Unconscionable contract or clause
                                                                                                  i.      If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result
                                                                                                ii.      When it is claimed or appears to the court that the contract, or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determinations
b.      §2A-108 Unconscionability
                                                                                                  i.      Subsection (2) refers to “consumer lease”
1.      Means any lease that a lessor regularly engaged in the business of leasing or selling makes to a lessee who is an individual and who takes under the lease primarily for a person, family or household purpose
                                                                                                ii.      §2A-108(4)
1.      In an action in which the lessee claims unconscionability with respect to a consumer lease:
a.      If foundà reasonable attorney fees
b.      If groundlessà reasonable attorney fees to lessor
2.      Basic test is whether, in light of the general commercial background and the commercial needs of the particular trade or case, the clauses involved are so one-sided as to be unconscionable under the circumstances existing at the time of the making of the contract
a.      Principle is one of the prevention of oppression and unfair surprise and not of disturbance of allocation of risks because of superior bargaining power
3.      Taylor v. Butler (Tennessee Supreme Court)
a.      Car dealer was allowed remedies under the UCC but the buyer was restricted to arbitration
b.      Determination t

    Subjective within an objective framework
2.      Merchants are held to their own standards (industry practices)
d.      §1-303
                                                                                                  i.      Course of performance
1.      Sequence of conduct between parties to a particular transaction that exists if:
a.      The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and
b.      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 object
                                                                                                ii.      Course of dealing
1.      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 expression and other conduct
                                                                                              iii.      Usage of trade
1.      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
2.      The existence and scope of such a usage must be proved as facts
3.      If it is established that such a usage is embodied in a trade code or similar record, the interpretation of the record is a question of law