UCC SUMMARY SHEET

(This summary is only a prompter. You must review the article and section in its entirety.)

, Article 1
~ 107 A claim or right may be forgiven or released without consideration by a written waiver or
release signed by the aggrieved party.
(Note - Differs from Common Law Accord and Satisfaction)
~ 201 "Good Faith" means honesty in conduct or transactions.
"Signed" includes symbols executed or adopted to authenticate a writing
"Written" Includes printing or any other reduction to tangible form.
~ 203 Every contract imposes an obligation of good faith in its performance or enforcement.
~ 205 (1) Course of dealing is the history of previous conduct between the parties forming a
common basis of understanding , " '

~ 205 (2) Usage of trade, is a practice or method of dealing in an industry or trade which would
justify an expectation that would govern a present transaction.
(Note - these may be used to interpret a contract.)
~ 207 A party may perform' a contract and reserve its ,right to contest the other party's
,performance by utilizing words such as "without prejudice" or "under protest"
Article 2 SALES
General
§.JM: Defines merchant and between merchants
~ 105 Defines goods '

§...1Q Defines "Contract", "Agreement", "Sale"

2
FORMATION OF A CONTRACT
Statute of Frauds ' ,

~ 201 Sale of goods In excess of $500 ,requires a writing signed by the party to be charged,
his authorization agent or broker.' ' ,
Between merchants a confirming memo sent by, 'a party can be sufficient unless objected to
withl,n 10 days of receipt.
Specially manufactured goods are exceptions as are' judicially admitted agreement~ and situations
where goods have been accepted or paid for.
Extrinsic Evidence Rule ', ,

~ 202 Terms included In a writing or not objected, to are the final' expression of the parties
, but; may be explained or supplemented by course of dealing or usage 'of trade and by
evidence of consistent additional terms unles~ a court finds that the writino excludes
same. ,', '

A contract for the sale of goods may be in any manner sufficient to show agreement
~ 204 including conduct. ' . ,

Even if some term is left qut, an'agreement is enforceable if a court can find a basis to
fashion a remedy.'
Firm Offer '
~ 205 An offer by a merchant which is in writing and, states it will be held' open, is not
revocable even if there Is no consideration given; and the offer is available for a period
up to 90 days, If no earlier date is stated. ' , ,

An 'offer to make a contract may be accepted by any mariner or medium reasonable.

(Note - Differs from Mirror Image Acceptance)
~ 206 Additional Terms in Acceptance of Confirmation
-
(Note Differs from Mirror Image Rule) ,

~ 207 A written confirmation or definite acceptance sent within a reasonable time of offer
operates as an acceptance even with additional or different terms unJE?ss acceptance is
expressly conditioned on assent to the additional or different terms.
The additional terms are to be construed as proposals for addition to the contracts and
between merchants they will become part of the contrc;lct unless (a) the offer expressly
limits acceptance to the terms of the offer, (b) the additional terms materially alter the
offer or, (c) notification of objection to them is given.
, Conduct by the pa'rties which recognizes the existence of a contract is sufficient to establish
a contract even though the writings of the parties do not appear to establish a contract. In that case,
the terms of the particular contract consist of the terms agreed upon and filled by other provtslons
of the UCC.
Ei 208 c~~~~ ;i P~rf~-r~~~~~ -:.' C~~~~~ '~f- performance,. course of dealing and. usage of
trade
shall always. Qe construed as consistent with each other and may. be used as an aid in
interpreting the contract. Expressed terms. sl)al.1 control course of performance and
course .of perfonnance shall control both course of dealing and usage of trade.
Modificati<;>n . ..
An. agreement modifying a contract needs. no consideration .50 long as the
£i 210 requiremf3nts ofthe Statute of Fr-auds § 2-201 are satisfied.
A party may. perform. his duty through a delegate ahd unless specifically otherwise
agreed, all rights of either party as seller: or buyer can be as~igned.

£i 302 CONSTRUCTION OF CONTRACTS

£i 305 Defines unconscionable contracts or clauses
Open Price T!3rm
 If the partie~ so intend, a contract for sale can be concluded even though the price is
. not
settled. In such a case, the price isa reasonable price at the time. of delivery so long as
the price is fixed in go.od faith. .'
& 306 Defines applicable requirements and ex<:luslve dealing contracts. These types of contracts
are enforceable so .long as the actual output or requirements may be determined in good
faith and no quantity. unreasonably disproportionate to any stated estimate or pripr
comparable output or requirements is demanded. .
& 309 -
Absence of Specific Time Provisions The time for shipment or delivery if not otherwise
provided for shall be reasonable time. Termination of a contract by one party except on the
happening of an agreed event requires that reasonable notification
be received by the other party. ..
'U12 Implied In. a contract for sale is that title shall be good and its transfer rightful.
, q 313 ~~~~~ ".' .

Express warranties are created by a, statement of fact, description of goods or sample

or model. . . .
& 314 Implied Warranty of Merchantability
Implied Warranty of'Fitness for particular Purpose
~ Exclusion or Modification of Warranties
q 316 Words or conduct relevant to the creation of an express warranty and words or conduct which negate
or I1l1,1it warranty shall be construed whenever reasonable as
consistent with each other. . . .
Unless the circumstances indicate otherwise, all irilplled warranties, are excluded by' expressions
like. (as Is) '(without fault) or other. language which causes the buyer's attention to the exclusion..
Defines coMmon shipping and placement of shipping terms. .
Defines insurance and freight terms. .

& 319 q
320 BREACH, REPUDIATION AND EXCUSE'
Buyers' rights on improper delivery ,
Manner and effect of rightful rejection.
& 601 Buyers' duties as to rightfully rejected goods such. as accounting to the seller for
& 602 reasonable expenses of caring for and selling goods if required. . '.

& 603 What constitutes acceptance of goods -' Acceptance. of 'goods occurs when the buyer, after
reasonable opportunity inspects the goods, srgnifies to the selier that the goods
q 606 are conforming or fails to make an effect' of rejection. .
Acceptance of Non-Conforming Goods. - Acceptance of goods by. the buyer precludes
rejection of the goods as non..:conforming if buyer discovers the defect before
q 607 acceptance. However, buyer stili may have remedies for' breach. .
-
Revocation of Acceptance Buyer may revoke acceptance within a reasonable time .of
discovery of defective goods.
-
Right to Adequate Assurance of Performance When reasonable grounds exist for a
q 608 . party to believe itself in~ecure the party may demand in writing demand assurance of due
performance and may suspend its own performance. After thirty days without assurance
& 609 of due performance, the party m'ay consider the contract repudiated. .
Anticipatory Repudiation'.. .
If a party repudiates its performance under a contract, the victim may (a) await for
& 610 performance, (b) resort to any remedy for breach even if he said he .would not (c)
suspend performance" .
-
Retraction .of Repudiation A party may retract its repudiation before the vict;im accepts
the repudiation or acts on It.
Excuse' by .Failure of Pre-Supposed Condition, - Incorporates impracticability,
§.M1 frus.tration and force majure into one section to excuse performance.
& 615
 " REMEDIES
& 702 Sellers Remedy on Discovery of Buyers Insolvency -
&703 Sellers Remedies for Buyers Breach by Rejection or Non-Payment of Delivered Goods (aY
withhold further deUvery, (b) resell and recover damages,. (c) cancel
&708 -
Sellers Damag,es .for Repudiation Difference between mar.ket price at time and place of
tender and the unpaid, contract price along with Incidental .damages or Lost Volume
Damaae - profit from full performal)ce '

& 709 Action for the Price of delivered goods or goods thcit 'Cannot be resold'
& 710 Incidental Damages due Seller
Ull Buyers General Remedies
(a) Cover and recover down payment
(b) Specific performance
& 712 Cover Defined .' ,
Cost of cover less contract price together with incidental damages plus expenses
saved. '. '

Buyers Remedies Where Seller Repudiates

Difference between contract price and market price plus incidental damages bu~ less
expenses saved. ',

& 714 Buyers Damages for Breach of Warranty

q 715 Ei Incidental and Consequential Damages
716 Specific Performance '

& 718 Uquldated Damages