1-103(b)
unless displaced by UCC, common law applies
1-205
1-303
reasonable time/seasonableness
course of dealing or usage of trade
1-305
expectation principle. remedies liberally administered
2-102
2-104
2-105
2-107
2-201
2-202
2-204
2-205
2-206
2-207
2-208
transaction in goods
merchants definition
goods definition
crops and minerals are still goods
SOF
◦ (1) If >500...
▪ Needs:

Writing sufficient to indicate K for sale between parties.

Signed by party charged.
▪ Writing not insufficient if omits/incorrectly states term.
▪ Quantity must not be beyond that in writing (so, no quantity stated = unenforceable).
◦ (2) “Merchants Exception”; between merchants...
▪ w/in reas. time,
▪ writing in confirmation of K,
▪ sufficient against sender,
▪ received.
▪ party receiving has reason to know contents,
▪ THEN, satisfies requirements of (1) against such party, UNLESS written notice of objection to its contents is
given w/in 10 days after received.
◦ (3) Exceptions, if (1) is not met.
▪ (a) Goods specially made for buyer and not sellable to others, if:

Before repudiation.

Circumstances make it clear goods are for buyer.

Made substantial beginning to manufacture/procurement.
▪ (b) Party charged admits K in court/pleading/testimony; but K not enforceable beyond Q of goods.
▪ (c) w/ respect to goods where payment has been made AND accepted or which have been received and
accepted. (2-606)
Parol Evidence Rule
(a) explained or supplemented by usage of trade or course of dealing
(b) complete integration
RS 209 integrated writing
RS 210 (1)completely integrated writing; (2) partially integrated writing
Merger integration clause. Include statement in K: “This agreement constitutes complete/final
agreement...supercedes all prior proposals.”
formation of K
firm offer
offer and acceptance
additional terms
1. k formed?
2. Terms
3. k formed despite failing (1)?
course of performance
2-209
modification, recission and waiver (recission/mod. must be in good faith)
abolish pre existing duty
2-302
unconscionable clause
2-306
output requirements and exclusive dealings: good faith requirements, obligation to use
best efforts
2-601
perfect tender rule
exceptions:
◦ 1-304 (duty of good faith and fair dealing).
◦ 1-303 (COP, COD, UOT)
◦ 2-508 (right to cure)
▪ Under some circs, party that provides defective goods has a right to fix them.
◦
◦
▪ Circ: When seller had reas. belief that the good was acceptable.
2-612 (installment Ks)
2-608 (revocation of acceptance)
protect expectation 1-305
Buyer Remedies:
2-711
2-712
cover
2-713
non-delivery or repudiation
2-716
specific performance
Seller Remedies:
protect expectation 1-305
2-703
2-706
resale
2-708
non-acceptance or repudation