A number of the provisions in Article 2 have special rules applicable to merchants, called the “merchant rules.” This lesson explores the definition of merchant in the UCC, key sections in Article 2 that rely on the concept of a merchant, and how different definitions of merchant apply in different provisions of Article 2.
Interpretation involves ascertaining the meaning of the words and provisions of a contract. Article 2 of the UCC is intended not to regulate commercial activity, but to facilitate it. An important part of commerce is business practices in general and in particular, usages of trade and understandings of the parties to the contract. Therefore, this lesson emphasizes those parts of interpretation. For a broader discussion of interpretation in contract law, see the CALI Lesson Interpretation of Contracts.
The topic of this podcast is the basic concepts related Article 2’s statute of frauds. More particularly, we will look at when a contract is governed by § 2-201, the exceptions to the writing requirement of § 2-201, and what type of writing when required is satisfactory. Section 2-201 only applies when there’s a contract for the sale of goods for the price of $500 or more and has many exceptions, such that many contracts can be concluded without a writing.
The topic of this podcast is the basic concepts related to the types of contracts governed by the statute of frauds -- that is, statutes that require evidence of the contract in writing. More particularly, we will look at the categories of contracts governed by the statute, what type of writing satisfies the statute, and exceptions to the statute where a writing is not required.
The Statute of Frauds is among the defenses to contract formation. This exercise assists the student in determining whether a transaction is within the statute of frauds, whether the agreement is evidenced by a writing, and whether an exception applies.
This podcast explains how an offeree can accept an offer for the sale of goods under UCC § 2-206. The podcast considers examples of the application of subsections (1)(a) and (b).
The topic of this podcast is how to determine whether the offeror can terminate the offer or whether the offer is irrevocable. Recall that a contract is a promise or set of promises which the law enforces. Ordinarily, the manifestation of mutual assent takes place by virtue of an offer by the offeror, which is then followed by an acceptance by the offeree. Typically, an offeror can revoke an offer freely at any time prior to acceptance, but at times an offer is irrevocable. An offer may be found to be irrevocable in four situations, discussed in this podcast.
This lesson deals with option contracts and firm offers, both of which result in irrevocable offers. The existence of an offer is often an essential element of the bargaining process. Although most offers are revocable, sometimes the offeree's power of acceptance is irrevocable through the formation of an option contract. This lesson will look at formation of an option contract through part performance or tender, a signed writing supported by consideration, statutory firm offers and detrimental reliance.
The topic of this podcast is when rights under a contract may be assigned to third parties, and when duties may be delegated to third parties. Using hypotheticals to illustrate, it discusses the exceptions that limit the transfer of rights and duties to a third party. The assignability of the right to receive money, and the liability involved with the delegation of a duty to pay money, are also covered. Finally, it examines prohibitions of assignment of rights or delegation of duties, including what it means to enforce such a prohibition. UCC Article 9, UCC § 2-210(5), and UCC § 2-210(6) are discussed.
This lesson covers assignment of contract rights and delegation of contract duties. You can run it either as an introduction to the topic or as a review after you have studied it.
This lesson helps the user identify when a contract is an installment contract and understand the special rules that apply to installment contracts. The lesson is confined to installment contracts for the sale of goods, focusing on UCC sec. 2-612.
The topic of this podcast is Disclaimer of Warranty and Limitation of Remedies. Warranties provided by the default rules of Article 2 are covered in a different podcast. This podcast will provide a basic overview of how the seller may disclaim warranties or limit the remedies for their breach. Topics covered include express warranties, the implied warranty of merchantability, and disclaiming liability for consequential damages. Examples include an analysis of sections 2-312 and 2-316.