Exam Review: Uniform Commercial Code Chapter 11
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Questions and Answers

What does the UCC specifically not apply to?

  • Oral contracts
  • Sales over $500
  • Services (correct)
  • Written contracts

What is the predominant purpose test used for?

  • Identifying the applicable law for a contract (correct)
  • Determining contract enforceability
  • Assessing the shipment method for the goods
  • Calculating damages in contract breaches

Which of the following statements about quantity in a UCC contract is true?

  • Quantity can be agreed upon orally at any time.
  • A contract without a stated quantity is enforceable.
  • A requirements contract can identify quantity. (correct)
  • Quantity is negotiable even in the absence of a written agreement.

In a shipment contract, who bears the risk of loss if goods are damaged in transit?

<p>Buyer at the point of shipment (C)</p> Signup and view all the answers

Under UCC, how long is the statute of limitations for enforcing contracts?

<p>4 years (C)</p> Signup and view all the answers

What must a seller do if they choose to ship goods without first promising to ship?

<p>Notify the buyer of the shipment immediately upon dispatch. (C)</p> Signup and view all the answers

Which of the following is NOT a characteristic of Mixed Contracts?

<p>Always favor the seller (B)</p> Signup and view all the answers

In the context of the Uniform Commercial Code, what does 'FOB' stand for?

<p>Freight on Board (B)</p> Signup and view all the answers

Which of the following must be true for a warranty to be disclaimed?

<p>Each must be disclaimed in a certain way to each warranty. (A)</p> Signup and view all the answers

What is a key aspect of negligence standard in law?

<p>The responsibility to avoid harmful actions. (C)</p> Signup and view all the answers

Which of the following is NOT a defense in products liability cases?

<p>Negligence Per Se (A)</p> Signup and view all the answers

Under Title VII, what must someone do if they believe they have been discriminated against?

<p>Go to the EEOC first. (C)</p> Signup and view all the answers

What is an example of Disparate Treatment?

<p>Offering different pay scales based on gender. (A)</p> Signup and view all the answers

What distinguishes a shipment contract from a destination contract?

<p>The destination contract requires the seller to deliver goods to a buyer's city. (A), The seller's city is after FOB in a shipment contract. (C)</p> Signup and view all the answers

Which of the following laws does NOT provide protection against employment discrimination?

<p>National Labor Relations Act (B)</p> Signup and view all the answers

What is the standard of good faith in contract performance?

<p>To act with honesty in fact. (C)</p> Signup and view all the answers

In the case of Kim v Costco, what type of discrimination was addressed?

<p>Religious discrimination impacting work conditions. (C)</p> Signup and view all the answers

What does ‘Constructive Discharge’ imply under Title VII?

<p>Discrimination forced an employee to resign against their will. (B)</p> Signup and view all the answers

Which of the following describes the right to cure in a contract?

<p>The seller has the right to correct a mistake if time allows. (C)</p> Signup and view all the answers

What is the primary remedy for a buyer when the seller fails to perform?

<p>To cover by purchasing replacement goods. (D)</p> Signup and view all the answers

In which scenario can a seller sue for the difference between the contract price and fair market price?

<p>When the seller resells the goods for less. (C)</p> Signup and view all the answers

Which of the following warranties is implied under the UCC?

<p>Implied warranty of merchantability. (A)</p> Signup and view all the answers

What is the statute of limitations period under the UCC?

<p>4 years, but can be negotiated to a lesser period. (D)</p> Signup and view all the answers

Which of the following is NOT a way to accept goods under a contract?

<p>Rejecting all goods upon inspection. (B)</p> Signup and view all the answers

Flashcards

UCC and Sale of Goods

The Uniform Commercial Code (UCC) governs contracts for the sale of goods, not services.

Predominant Purpose Test

In mixed contracts (goods and services), this test determines if the contract is primarily for goods or services, influencing which set of laws applies (UCC or common law).

UCC Statute of Limitations

Contracts governed by the UCC have a 4-year statute of limitations, but parties can agree to a shorter time frame (with a minimum of one year).

Open Terms (UCC)

The UCC allows for open negotiations on many contract terms (price, payment, delivery), but quantity is a non-negotiable/essential element for a valid contract.

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Merchant's Firm Offer

A firm offer made by a merchant is binding without consideration for a specific time if the offer is written and signed. (Thunderbird v. Wheeler)

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Acceptance (UCC)

Acceptance under UCC contracts happens with a promise to ship (bilateral) or by shipping the goods without prior promise (unilateral). Notification is required, though, for unilateral acceptance.

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Shipment Contract (FOB)

In a shipment contract, the seller's responsibility is to deliver goods to a carrier, and buyer bears the risk of loss during transit (e.g., FOB Origin).

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Destination Contract (FOB)

In a destination contract, the seller is responsible for ensuring goods arrive at the buyer's location and bears the risk of loss during transit (e.g., FOB Destination).

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Products Liability

A legal area where manufacturers and sellers are held responsible for injuries caused by defective products.

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Negligence Standard

A legal principle holding someone liable for harm caused by their carelessness (duty to use care, breach of duty, and harm due to breach).

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Design Defect

A flaw in a product's design that makes it unreasonably dangerous.

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Warning Defect

A product that lacks adequate warnings about potential risks of use.

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Employment at Will

A legal doctrine where employers can fire employees for any reason (or no reason) unless there's an employment contract.

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Title VII of the Civil Rights Act

A federal law prohibiting discrimination in employment based on race, color, religion, national origin, and sex.

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Disparate Treatment

Intentional discrimination against a protected class of people in employment.

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Disparate Impact

Unintentional discrimination against a protected class due to employment practices or procedures.

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Shipment vs. Destination Contract

Shipment contract: seller's responsibility ends when goods are delivered to carrier; Destination contract: seller's responsibility ends when goods are delivered to buyer.

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UCC Good Faith

Honesty in fact and the observance of reasonable commercial standards of fair dealing.

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Right to Cure

Seller's right to fix defects in goods if time remains in the contract.

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Commercial Impractibility

Unforeseen events make performance impossible or extremely difficult under a contract (e.g Maple Farms was NOT an example).

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Acceptance (of Goods)

Expressly agreeing to accept goods or failing to reject them within a reasonable time after inspection.

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Seller's Remedies (Goods in Seller's Possession)

Seller can resell the goods and collect the difference or sue for the price minus fair market price plus incidental damages.

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Buyer's Remedies (Seller doesn't perform)

Can cover (find substitute goods), demand specific goods if unique, or sue for the difference in price, plus incidental damages.

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Study Notes

Exam Review 3

  • Exam format: 55 questions (41 True/False, 14 Multiple Choice)
  • Exam duration: 75 minutes
  • Exam date: Thursday, December 5th
  • Material covered: Material highlighted in Canvas, as well as exam review
  • Chapter 11: Uniform Commercial Code (UCC)
    • Applies to sales of goods, not services
    • Sale occurs when title transfers from seller to buyer
    • Oral contracts enforceable under certain conditions
    • Mixed contracts (goods and services): Use the predominant purpose test (in the Milk System case) to determine applicability of UCC; Statute of limitations is 4 years, but can be negotiated
    • Open Terms: Most terms are negotiable, except quantity
    • Requirements contracts are an exception for quantity
    • Merchant's Firm Offer: Jennings was a merchant; his offer was signed; a certain time was specified in the offer (Thunderbird case), resulting in Wheeler's win. The ultimate resolution remains uncertain.
    • Acceptance: Seller can promise to ship (bilateral) or just ship, notifying the buyer (unilateral)
    • Shipment contract: Risk of loss transfers to buyer upon delivery to carrier (FOB origin city)
    • Destination contract: Risk of loss transfers to seller until goods reach buyer (FOB destination city)
  • Chapter 11, continued
    • Right to cure: Seller has the right to correct a mistake if there is time remaining in the contract
    • Commercial impracticability (Maple Farms): Not applicable in this case, unlike situations with destruction of identified goods
    • Destruction of Identified Goods: If goods are destroyed without fault of either party, the contract is void.
    • Acceptance of goods: Buyer can expressly accept or implicitly accept by failing to reject within a reasonable time of inspection
    • Seller's remedies: Resale, suing for the difference between contract price and market price, incidental damages
    • Buyer's remedies: Cover (buying replacement goods), demanding specific performance (if goods are unique), or suing for the difference between contract price and market price
    • Statute of Limitations: 4 years, but can negotiate for less but must be at least 1 year
    • Warranties (Express, Implied Warranty of Merchantability, Fitness for a Particular Purpose): Goods are fit for their ordinary purpose (merchantability), or for a specific use (fitness)
    • Cases (Notable examples): Cows Milk Machine case, Thunderbird case
  • Chapter 13: Products Liability (not on exam this time)
  • Chapter 17: Employment Law
    • Title VII protects against discrimination (Race, Color, Religion, National Origin, Sex, and other statuses)
      • Disparate treatment: intentional discrimination
      • Disparate impact: unintentional, but discrimination through policy or procedures
      • EEOC must be contacted first in some areas
      • Constructive discharge as an option in Title VII
    • Cases (Examples): Costocase, Kim v. Costco

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EXAM REVIEW 3 (12/5) PDF

Description

Prepare for your upcoming exam with this comprehensive review covering Chapter 11 of the Uniform Commercial Code (UCC). Understand key concepts such as enforceable oral contracts, the predominant purpose test, and exceptions for quantity in requirements contracts. Make sure to familiarize yourself with the UCC's application to sales of goods and the important cases discussed.

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