I. Scope of the UCC Art. 2
A. §2-102 (scope of UCC)
1. article applies only to goods, not services or securities
B. §2-105 (Definitions) & Amended §2-103(k)
1. Goods are things that are transferable and identifiable at the time of ĸ
1. When in doubt rely on the common law.
II. Manifestation of Mutual Assent
A. § 2-204 (Formation in General)
1. ĸ may be made in any way sufficient to show agreement (including conduct of parties).
2. Do not need to determine the precise moment of formation
3. If one or more of the terms are indefinite, the ĸ does not automatically fail for indefiniteness as long as there is intent and a basis for remedy
B. §2-205 (Firm Offers)
1. Firm Offers are valid without any consideration, but they must be in writing and signed by the offeror.
2. If window of time is not stated then, it is a reasonable amount of time, but not exceeding three months.
C. §2-206 (Offer and acceptance information of ĸ)
1. Unless otherwise unambiguously stated a ĸ is formed when
a.Offers invite acceptance by any reasonable means
b. Can be accepted by promise to ship or , prompt shipment, but if goods are nonconforming, then there is no acceptance is buyer seasonably notifies.
2. If the offeror is not notified of acceptance in a reasonable amount of time, then he may treat the offer as having lapsed.
D. §2-207 (Additional terms in Acceptance or Confirmation)
1. You made terms in the acceptance unless the offer forbids it
2. The additional terms shall be construed as proposals for addition to the ĸ. Between merchants the terms become part of the ĸ unless
a.The offer forbids additions,
b. The new terms materially alter the ĸ, or
c.The other party rejects new terms w/in a reasonable time.
3. If the merchants act as though there is a ĸ even though the written terms do not mirror, there is still a ĸ. The terms of the ĸ consist of those terms upon which the merchants agree.
4. Official Comment 1 to §2-207.
a.Intended to address on of two common situations
i. Oral ĸ followed by each party sending formal written record of the oral ĸ and adding those terms not discussed.
ii. Also applies to acceptance forms with further instructions tacked on. Such as “rush” etc.
III. Statute o
2. Official Comment 3
a.Consistent terms may be admitted, unless the court deems the written ĸ was intended to be the complete and exclusive expression of the ĸ. If the terms are such that they surely would have been included in the written ĸ they are to be kept from the trier of fact.
B. §2-209(1) (ĸ modification)
1. An agreement modifying a ĸ needs no consideration.
C. §1-205 Definitions for “course of dealings” & “Usage of Trade”
1. Course of Dealings – the events that set the context of the ĸ
2. Usage of Trade – The practice of the vocation in the given area.
3. These two concepts supplement any given ĸ.
4. These two concepts and the express terms of the ĸ shall be construed as consistent wherever reasonable.
5. The local usage of trade shall be used wherever there is part performance.
6. Evidence of Usage of trade is not admissible unless there was notice.