Chapter Two: Contract Formation and Basic Terms Contract Formation Principles Contract Formation under UCC Article

le 2 Basic Concepts Battle of the Forms Daitom, Inc v Pennwalt Corp Electronic Contracting and Assent Contract Formation in International Transactions CISG UNIDROIT Principles Barriers to Enforceability Statute of Frauds In General The Exceptions More on Electronic Contracting Unconscionability Chapter Three: Terms of the Contract Part I Terms of the Agreement Usage of Trade, Course of Dealing, and Course of Performance Good Faith Modification modification by agreement statute of frauds Adding to the Agreement: Express Warranties Adding to the Agreement: Gap Fillers Overview Examining Particular Gap Filler Provisions: Warranties Implied Warranty of Merchantability Implied Warranty of Fitness for a Particular Purpose Warranties of Title and Noninfringement Chapter Four: Terms of the Contract Part II Quantity Price Delivery and Payment Seller's Direct Tender of the Goods Tender of Delivery Buyer's Inspection Buyer's Payment Risk of Loss Seller's Tender of the Goods through Shipping the Goods Tender of Delivery and Risk of Loss in a Shipment Contract Tender of Delivery and Risk of Loss in a Destination Contract Shipment or Destination Contract

 Buyer's Right to Inspect Payment Against Documents of Title and the Effect on Buyer's Right to Inspect Shipment under Reservation Documentary Draft Transactions Seller's Tender of Goods in Possession of a Bailee when the Goods are to be Delivered without being moved tender of delivery buyer's inspection right risk of loss Delivery, inspection, and payment under international law CISG UNIDROIT Principles Chapter Five: Terms of the Contract Part III Agreement to Override Gap Filler Provisions Principles of UCC Article 1 Warranty Disclaimers Remedy Limitations Liquidated Damages Liquidated Remedies Providing the Terms of the Contract: The Parol Evidence Rule Chapter Six: Performance Issues Assignment and Delegation Termination of a contract Insecurity and Repudiation insecurity and adequate assurance repudiation excuse from performance Chapter Seven: Buyer's Remedies For Seller's Breach Overview Seller's Repudiation or Failure to Tender Goods Buyer's Ability to obtain the goods from the seller Buyer's right to cancel the contract and obtain damages Seller's tender fails to conform to the contract requirements acceptance or rejection of the goods buyer's right to reject making the rejection effective effect of rejection the seller's right to cure care of the rejected goods rejection and the right to damages acceptance and the effect of acceptance notice of breach

 damages revocation of acceptance of the goods nonconforming tender under the CISG and UNIDROIT Seller's Breach and the Risk of Loss for the Goods Statute of Limitations Privity Issues Chapter Eight: Buyer's Remedies under other law Overview Magnuson-Moss Warranty Act Unfair and Deceptive Practices Lemon-Laws Liability Using Tort Principles product defect defined the economic loss rule as a limit on tort liability misrepresentation Chapter Nine: Seller's Remedies for Buyer's Breach Overview Seller's Remedies when the buyer has the goods Seller's Remedies when the seller has the goods seller's ability to withhold or stop delivery seller's right to cancel the contract seller's damages damages based upon resale of the goods damages based upon market price of the goods lost profit measurement recovering the price incidental damages restitution to a breaching buyer CISG and UNIDROIT Principles Seller's Remedies Following a Casualty to the Goods The Statute of Limitations Chapter 11: Leases 1-203: whether or not a transaction forms a lease depends on the facts of each case there is a brightline rule in subsection B(1) when there is a sale/security interest If it has value left then it is more likely to be a lease 11-1 A. 1. There may not be any reasonable value left here. 2A-209 lessee under finance leasae as beneficiary of supply contract the benefit of supplier's promises to the lessor under the supply contract and of all

warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee's leasehold interest under a finance lease related to the supply contract, but is subject to the terms of the warranty and of the supply contract and all defenses or claims arising therefrom 2A 212, 2A-213 implied warranties of merchantability and fitness know what a finance lease is and know what the impact of a finance lease is 2A 407 obligates the finance lessee to pay the finance lessor SOF under 2A is $1000 instead of $500 11-5 for the five that don't work you pursue your breach of warranties do the normal damages 2A 209 : the warranties extend to the lessee 2A 518 : cover 2A 519 : market remedy have to discount that running stream of money 2A 520 : defines incidental and consequential damages 11-6 2A 527 : resale transaction 2A 528 : market 2A 529 : price what is likely not to be on the exam? Lease remedies risk of loss torts stuff will be extra points CISG first two days