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Ucc And So F Outline

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This is an extract of our Ucc And So F document, which we sell as part of our Contracts Outlines collection written by the top tier of U.C. Berkeley School Of Law (Boalt Hall) students.

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1. Overview: a. Purpose: i. In US, common law is generally a matter of state law. Differences in state common law is problematic when economy is national. ii. More flexible and contextualized than Classical Contract Theory b. Articles i. 3-9 = banking and finance ii. 1 = general principles iii. 2 =sale of goods: c. No uniform states for i. Sales and leases of real estates ii. Employment agreements iii. Service agreements iv. Sales and licenses of intellectual property

2. Goods a. Section 2-105(1): Goods' means all things (including specially manufactured goods) which are moveable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Article 8), and things in action i. must be moveable ii. excludes physical things of largely intangible value (like a movie ticket) iii. Chattels b. Pittsley v. Houser (pg 74) - agreement to purchase and install carpet. Mixed goods and services. 2 methods i. Bifurcate transaction ii. Categorize based on predominate element (they adopt this approach, and rule the predominant element is a sale of a good)

3. Unconscionability a. Modern doctrine to police harsh bargains b. "intensely factual question;" super flexible i. Absence of meaningful choice ii. Whether party had reasonable opportunity to understand the terms or "hidden in a maze of fine print/minimized by deceptive sales practices." iii. Whether terms are commercially reasonable iv. The mores and business practices of the time and place (this is of debatable relevance c. SS 2-302 of the Uniform Commercial Code

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