Ucc And So F Outline

UNIFORM COMMERCIAL CODE

1. Overview:

   1. Purpose:

      1. In US, common law is generally a matter of state law. Differences in state common law is problematic when economy is national.

      2. More flexible and contextualized than Classical Contract Theory

   2. Articles

      1. 3-9 = banking and finance

      2. 1 = general principles

      3. 2 =sale of goods:

   3. No uniform states for

      1. Sales and leases of real estates

      2. Employment agreements

      3. Service agreements

      4. Sales and licenses of intellectual property

2. Goods

   1. 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

      1. must be moveable

      2. excludes physical things of largely intangible value (like a movie ticket)

      3. Chattels

   2. Pittsley v. Houser (pg 74) – agreement to purchase and install carpet. Mixed goods and services. 2 methods

      1. Bifurcate transaction

      2. Categorize based on predominate element (they adopt this approach, and rule the predominant element is a sale of a good)

3. Unconscionability

   1. Modern doctrine to police harsh bargains

   2. “intensely factual question;” super flexible

      1. Absence of meaningful choice

      2. Whether party had reasonable opportunity to understand the terms or “hidden in a maze of fine print/minimized by deceptive sales practices.”

      3. Whether terms are commercially reasonable

      4. The mores and business practices of the time and place (this is of debatable relevance

   3. § 2-302 of the Uniform Commercial Code

   4. Wright writes “The test is not simple, nor can it be mechanically applied.” No algorithm. Contextual judgment.

      1. Does the contract diminish the expected welfare of the buyers, and if so why?

      2. Why do people enter into contracts that are expected to diminish their welfare?

   5. Williams v. Walker Thomas (pg 63): Every time Williams bought something new from the store on credit, it made it harder to pay off the balance on earlier items on which a balance was due. Perverse because the value of the term to the store depends on whether a buyer is a...

Buy the full version of these notes or essay plans and more in our Contracts Outlines.