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Questions and Answers
What is the purpose of the Parole Evidence Rule?
What is the purpose of the Parole Evidence Rule?
To protect the terms of a contract.
What does the term 'integration' refer to in the context of the Parole Evidence Rule?
What does the term 'integration' refer to in the context of the Parole Evidence Rule?
A contract that has been reduced to writing.
What are the two types of integrated contracts?
What are the two types of integrated contracts?
The Parole Evidence Rule applies to purely oral agreements.
The Parole Evidence Rule applies to purely oral agreements.
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The Parole Evidence Rule prohibits the admission of extrinsic evidence for the purpose of both contradicting and supplementing a completely integrated agreement.
The Parole Evidence Rule prohibits the admission of extrinsic evidence for the purpose of both contradicting and supplementing a completely integrated agreement.
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The Parole Evidence Rule prohibits the admission of extrinsic evidence for the purpose of contradicting a partially integrated agreement.
The Parole Evidence Rule prohibits the admission of extrinsic evidence for the purpose of contradicting a partially integrated agreement.
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According to the majority view, what is the role of a merger clause in determining the level of integration?
According to the majority view, what is the role of a merger clause in determining the level of integration?
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Which of the following is NOT an exception to the Parole Evidence Rule?
Which of the following is NOT an exception to the Parole Evidence Rule?
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Extrinsic evidence can be admitted to supplement a fully integrated agreement even in the absence of ambiguity.
Extrinsic evidence can be admitted to supplement a fully integrated agreement even in the absence of ambiguity.
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What is the hierarchy of 'Big 3' Evidence?
What is the hierarchy of 'Big 3' Evidence?
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Which of the following is NOT an implied warranty?
Which of the following is NOT an implied warranty?
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What is a 'voidable' title?
What is a 'voidable' title?
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What is an 'entrustment' in the context of the UCC?
What is an 'entrustment' in the context of the UCC?
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What does 'buyer in the ordinary course of business' mean?
What does 'buyer in the ordinary course of business' mean?
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What are the requirements for a seller to be able to abrogate the implied warranty of title?
What are the requirements for a seller to be able to abrogate the implied warranty of title?
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An express warranty can be abrogated by a later agreement.
An express warranty can be abrogated by a later agreement.
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Which of the following is an example of an affirmation of fact that could constitute an express warranty?
Which of the following is an example of an affirmation of fact that could constitute an express warranty?
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An express warranty can be abrogated if it is made contemporaneously with full performance.
An express warranty can be abrogated if it is made contemporaneously with full performance.
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What are the purposes of a 'requirements contract' and an 'outputs contract' in the UCC?
What are the purposes of a 'requirements contract' and an 'outputs contract' in the UCC?
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A seller is required to provide a place for tender in a single delivery contract if the contract does not explicitly state a location.
A seller is required to provide a place for tender in a single delivery contract if the contract does not explicitly state a location.
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A seller can be excused from performance under the UCC if an event occurs that makes performance more expensive than initially anticipated.
A seller can be excused from performance under the UCC if an event occurs that makes performance more expensive than initially anticipated.
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What are the three ways a buyer can reject tender under section 2-601 of the UCC?
What are the three ways a buyer can reject tender under section 2-601 of the UCC?
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The perfect tender rule allows buyers to reject goods for any nonconformity, regardless of its size.
The perfect tender rule allows buyers to reject goods for any nonconformity, regardless of its size.
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A buyer can always partially accept a nonconforming shipment if it is commercially reasonable to do so.
A buyer can always partially accept a nonconforming shipment if it is commercially reasonable to do so.
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A buyer can reject an entire shipment if only a portion of it fails to conform to the contract specifications.
A buyer can reject an entire shipment if only a portion of it fails to conform to the contract specifications.
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Under the UCC, a buyer is always entitled to cancel a contract if one or more installment payments are not made.
Under the UCC, a buyer is always entitled to cancel a contract if one or more installment payments are not made.
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The 'objective' standard of substantial impairment in an installment contract means that the value of that specific installment is substantially impaired to any 'reasonable' buyer.
The 'objective' standard of substantial impairment in an installment contract means that the value of that specific installment is substantially impaired to any 'reasonable' buyer.
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What are the buyer's options if they discover a defect in the goods after accepting them?
What are the buyer's options if they discover a defect in the goods after accepting them?
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A buyer can only revoke acceptance if the defect substantially impairs the value of the goods.
A buyer can only revoke acceptance if the defect substantially impairs the value of the goods.
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A seller has a right to cure a defect in the goods even after the time for performance has passed.
A seller has a right to cure a defect in the goods even after the time for performance has passed.
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A buyer is always required to provide a written request for a full and final list of defects in order to be able to reject a goods.
A buyer is always required to provide a written request for a full and final list of defects in order to be able to reject a goods.
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What is an anticipatory repudiation in the context of the UCC?
What is an anticipatory repudiation in the context of the UCC?
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A seller can retract their repudiation if the buyer has already materially changed their position in reliance on the repudiation.
A seller can retract their repudiation if the buyer has already materially changed their position in reliance on the repudiation.
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The seller's right to demand adequate assurances for performance is triggered only when they have a reasonable reason to believe that the buyer will not perform their contractual obligations.
The seller's right to demand adequate assurances for performance is triggered only when they have a reasonable reason to believe that the buyer will not perform their contractual obligations.
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A buyer has a right to suspend performance if an adequate assurance remains unprovided for more than 30 days.
A buyer has a right to suspend performance if an adequate assurance remains unprovided for more than 30 days.
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What is the primary purpose of the buyer's right to cover under UCC Section 2-712?
What is the primary purpose of the buyer's right to cover under UCC Section 2-712?
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The buyer's right to cover is restricted to situations where they have accepted the nonconforming goods.
The buyer's right to cover is restricted to situations where they have accepted the nonconforming goods.
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A buyer who fails to cover after a breach of contract can never recover consequential damages under the UCC.
A buyer who fails to cover after a breach of contract can never recover consequential damages under the UCC.
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Incidental damages typically involve the buyer's expenses incurred in obtaining substitute goods to mitigate their losses.
Incidental damages typically involve the buyer's expenses incurred in obtaining substitute goods to mitigate their losses.
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The UCC allows sellers to limit consequential damages, but only if the resulting limitations are deemed 'unconscionable.'
The UCC allows sellers to limit consequential damages, but only if the resulting limitations are deemed 'unconscionable.'
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What is the difference between 'shipment' and 'destination' contracts in the UCC?
What is the difference between 'shipment' and 'destination' contracts in the UCC?
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A contract using FOB (Free On Board) terms always results in a shipment contract.
A contract using FOB (Free On Board) terms always results in a shipment contract.
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FAS (Free Alongside Ship) terms always result in a destination contract.
FAS (Free Alongside Ship) terms always result in a destination contract.
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The term 'CIF' (Cost, Insurance, and Freight) automatically transfers the risk of loss to the buyer upon the goods being loaded onto the ship.
The term 'CIF' (Cost, Insurance, and Freight) automatically transfers the risk of loss to the buyer upon the goods being loaded onto the ship.
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Under the UCC, a seller who is a merchant can only transfer the risk of loss to the buyer after the buyer takes possession of the goods.
Under the UCC, a seller who is a merchant can only transfer the risk of loss to the buyer after the buyer takes possession of the goods.
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A UCC 'safe harbor' provision allows parties to contractually modify the default rules for transferring risk of loss.
A UCC 'safe harbor' provision allows parties to contractually modify the default rules for transferring risk of loss.
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What are the three common defenses under the UCC that sellers can utilize to address a breach of contract claim?
What are the three common defenses under the UCC that sellers can utilize to address a breach of contract claim?
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The UCC requires the seller to provide a 'reasonable substitute' if the original goods become unavailable due to a failure of facilities or other unforeseen circumstances.
The UCC requires the seller to provide a 'reasonable substitute' if the original goods become unavailable due to a failure of facilities or other unforeseen circumstances.
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Study Notes
Sales Final Attack Plan - Scope
- Article 2 of the Uniform Commercial Code (UCC) applies to transactions in goods.
- A sale is defined as the passage of title from seller to buyer for a price.
- Goods are moveable items at the time of identification, excluding money (used as exchange), investment securities, and choses in action.
- Hybrid transactions involve both goods and services. A predominant purpose test determines whether common law or UCC applies.
Sales Final Attack Plan - Formation
- A contract for the sale of goods can be formed in any manner demonstrating agreement between parties.
- Open terms in a contract are permissible; the essential terms (parties, subject matter, quantity) are needed.
- A firm offer is an irrevocable offer made by a merchant in a signed writing that promises to hold the offer open. It is irrevocable for a stated time, but no more than three months.
Sales Final Attack Plan - Offer and Acceptance
- Offers can be accepted in any reasonable manner or medium.
- Shipment of goods can constitute acceptance, unless the seller notifies the buyer it's an accommodation.
- A firm offer must include all five elements to be irrevocable.
Sales Final Attack Plan - Parole Evidence Rule
- The parol evidence rule prohibits the admission of extrinsic evidence to contradict or supplement a fully integrated written contract.
- A partially integrated contract allows extrinsic evidence to supplement, but not contradict.
Sales Final Attack Plan - Statute of Frauds
- Applies to contracts for goods priced at $500 or more.
- Must have a writing signed by the party who is being sued, indicating the existence of the contract. This includes the essential terms (parties, subject matter, and quantity).
- Exceptions exist for specially manufactured goods, judicial admissions, and performed contracts.
Sales Final Attack Plan - Risk of Loss
- Determining who bears responsibility for goods in transit depends on the delivery term (e.g., FOB, CIF, FAS).
- For shipment contracts, risk passes to buyer when goods are delivered to a carrier.
- For destination contracts, risk passes when goods reach the destination.
Sales Final Attack Plan - Buyer's Remedies
- Buyers can reject non-conforming goods.
- If acceptance occurs, buyer typically cannot reject unless there is a breach of contract in the substantial impairment of the value of the goods.
- The buyer's right to reject depends on the type of contract (shipment/destination/bailee/no-movement)
- Buyer may obtain damages according to 2-713 or 2-712.
Sales Final Attack Plan - Seller's Remedies
- When a buyer breaches, sellers remedies are available in the UCC.
- Sellers have various remedies including the right to withhold goods, resell or return damaged goods.
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Description
This quiz covers key concepts related to Article 2 of the Uniform Commercial Code (UCC), focusing on sales and the formation of sales contracts. Learn about the definitions, essential terms, and the distinctions between goods and services in commercial transactions. Test your understanding of these foundational aspects of sales law!
