ucc r2d provisions

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OFFER: Obj. Manifestation of Assent R2d 1: K Defined y A promise or a set of promises, that the law gives remedy for when breached or that the law recognizes as a duty. 2: Promise; Promisor; Promisee; Beneficiary y (1) Promise = Manifestation of intention to do something or not do something y (2) Promisor = person making the promise y (3) Promisee = the person to whom the promise is made y (4) Beneficiary = person other than the promisee that the promise will benefit 3: Agreement Defined; Bargain Defined y Agreement = Manifestation of mutual assent by two or more people. Bargain = an agreement to exchange promises, to exchange performances, or to exchange a promise for a performance 4: How a Promise May be Made y Can be made orally, in writing, or by inference from conduct of the parties. 17: Requirement of a Bargain y (1) K = mutual manifestation of an exchange + consideration y (2) Whether or not there is a bargain, a K can be formed under special rules applicable to formal K or under 82 - 94 18: Manifestation of Mutual Assent y Requires that each party either make a promise or begin performance 19: Conduct as Manifestation of Assent y (1) Manifestation of Assent = made by a writing or spoken word, or by doing or not doing something y (2) Conduct is not enough unless there is intent behind the conduct or has reason to know the other party will understand his conduct as assent. y (3) Conduct can be assent even though he doesnt consent. In that case, you might be able to make it void by showing fraud, duress, mistake or other causes. OFFER: Advertisements and Preliminary Negotiations/Written Memorandum Contemplated R2d 22: Mode of Assent: Offer and Acceptance y (1) Offer Acceptance = Manifestation of Mutual Assent y (2) There can be a manifestation of mutual assent even though you dont know when it 1

happened and you cant find the offer or acceptance. 24: Offer Defined y Offer = manifestation of willingness to enter into a bargain asking the other party for acceptance. 25: Option Ks y Option K = is a K that the offerors power to revoke is limited 26: Preliminary Negotiations y Manifestation of willingness to enter into a bargain is not an offer if the other party knows that its not the final/complete offer. 27: Existence of K where Written Memorial is Contemplated y Just b/c parties intend to memorialize the K in writing doesnt mean there isnt a K if the initial manifestations of assent are enough to make a K. But the context can show that the agreements were preliminary. 29: To Whom an Offer is Addressed y (1) The person who the offeror addresses the offer to is given the power of acceptance y (2) The power of acceptance can be given to one person or many, or in anyone who renders the specified promise or performance. 33: Certainty y (1) You cant make a K by accepting an offer unless the terms are reasonably certain. y (2) Reasonably Certain = if there is a way to determine breach and the appropriate remedy. y (3) If one or more of the terms are left open or uncertain, that might be because it wasnt supposed to be an offer. ACCEPTANCE: Manifesting Assent R2d 30: Form of Acceptance Invited y (1) An offer an ask for or require that the acceptance be made orally, by doing something, by not doing something, or might give the offeree options for acceptance. y (2) If the mode of acceptance is not specified, acceptance can be made by any reasonable method. 32: Invitation of Promise or Performance y If youre not sure, the offer invites acceptance either by a promise to perform or by rendering the performance as the offeree chooses. 35: The Offerees Power of Acceptance 2

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(1) The offer gives the power to the offeree to accept. (2) If the power of acceptance has been terminated (see 36 below) the offeree cannot accept.

36: Methods of Termination of the Power of Acceptance y (1) Power of Acceptance can be terminated by o rejection OR counter-offer (COUNTER OFFERS KILL) OR o Lapse of time OR o revocation by the offeror OR o death OR incapacity of the offeror or offeree y (2) The power of acceptance can also be terminated if a required condition of acceptance doesnt happen 37: Termination of Power of Acceptance Under Option K y Despite 38 49, power of acceptance under an Option K is not terminated by rejection OR Counter-offer OR revocation OR by death OR incapacity of the offeror unless the requirements are met for the discharge of a Kual duty. 50: Acceptance of Offer Defined; Acceptance by Performance; Acceptance by Promise y (1) Acceptance = agreeing to the terms laid out by the offeror in way that the offeror asked for or required y (2) Acceptance by performance = at least part of what the offer requests is performance + acceptance by performance, which becomes a return promise. y (3) Acceptance by promise = the offeree completes every act essential to the making of the promise. 69: Acceptance by Silence or Exercise of Dominion y (1) Silence can be acceptance if: o (a) takes the benefits of the offered services when he had a chance to reject and knew that compensation was expected. o (b) the offeror tells the offeree that silence can be acceptance and the offeree intends to accept by silence. o (c) because of previous dealings, the offeree should have known to notify the offeror if he didnt want to accept. y (2) If the offeree does anything inconsistent with the offerors ownership of the property, the offeree is bound by the terms of the offer, unless they are unreasonable. But if the act is wrongful against the offeror it is an acceptance only if ratified by him. UCC 2-102: Scope; Certain Security and Other Transactions Excluded from This Article y Article 2 of the UCC applies to sale of goods 2-103: Def and Index of Defs 3

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(a) Buyer = person who buys or K to buy goods (b) Good faith = honesty and reasonable stnds of fair dealing (c) Receipt = taking physical possession of goods (d) Seller = person who sells or K to sell goods

2-104: Def: Merchant: Between Merchants; Financing Agency. y (1) Merchant = person who sells/buys a type of goods, is known by his job to be a person who has the expertise in a particular good, or someone who hires a third party who has expertise in a particular good. 2-105: Def: Transferabiltiy; Goods; Future Goods; Lot; Commercial Unit. y (1) Goods = movable. Not real estate. y (2) You have to know that its there what it is. y (3) Can sell part interest in a good y (5) Lot = parcel or one item which part of a separate sale or delivery, whether or not it is sufficient to perform the K. y (6) Commercial Unit = a unit of goods as by commercial usage 2-204: Formation in General y (1) If both parties to a K show that there is a K by conduct that is enough. (Trumped by 2-206[1]) y (2) You dont need to know exactly when a K was formed. y (3) A K doesnt have to be complete to be enforced as long as the parties intended to form a K. 2-206: Offer and Acceptance in Formation of K y (1) Unless otherwise stated o (a) the offer can be accepted by any reasonable means o (b) y (2) if the offer can be accepted by beginning performance and the offeror is not notified w/in a reasonable time that performance has begun, the offeror can treat it as nonacceptance. ** Beard v. KRUSA purchase order with space to sign- this order subject to acceptance by dealer with space to sign - the form UNAMBIGUOUSLY indicated the only form of acceptance being to sign and return the form - never signed never accepted** MODES OF ACCEPTANCE: Revocation by Offeror & Option Ks R2d 25: Option Ks

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Option K = is a K that the offerors power to revoke is limited

37: Termination of Power of Acceptance Under Option K y Despite 38 49, power of acceptance under an Option K is not terminated by rejection OR Counter-offer OR revocation OR by death OR incapacity of the offeror unless the requirements are met for the discharge of a Kual duty. 39: Counter-offers y (1) Counter-offer = an offer by the offeree to the offeror (of the original offer) proposing a diff. bargain. y (2) The Counter-offer kills the offerees power of acceptance, unless the original offeror states that despite the counter-offer the offer is still open OR the offeree says something contrary to the counter-offer 45: Option K Created by Part Performance or Tender y (1) Where an offer invites an offeree to acceptance by performance and does not invite a promissory acceptance, an option K is created when the offeree tenders or begins the performance or tenders a beginning of it y (2) The offerors duty is conditional on completion or tender of the invited performance by the offeree. 54: Acceptance by Performance; Necessity of Notification to Offeror y (1) Unless the offer requests notification of performance, performance is enough to make acceptance effective. y (2) If the offeree has reason to know that the offeror might have a hard time finding out that he performed, the offerors duty is discharged unless: o (a) the offeree diligently tries to notify the offeror of the acceptance OR o (b) the offeror learns of the performance w/in a reasonable time OR o (c) the offer says notification of acceptance not required. 62: Effective of Performance by Offeree Where the Offer Invites Either Performance or Promise. y (1) Where an offer gives the offeree a choice between a promise or performance, starting performance is acceptance. y (2) which becomes a promise to complete performance. 87: Option K y (1) An offer is binding as an Option K if o (a) in writing signed by the offeror, lists a consideration for the making of the offer, and proposes an exchange on fair terms w/in a reasonable time OR o (b) it is made irrevocable by statute y (2) An offer which the offeror can expect will induce offeree to do something or not to do something, and the offeree actually does or doesnt do something is binding as an option K to the extent necessary to av