Business Law Final Exam

As trade increased throughout history, the need for a uniform, modernized business law grew greater.In 1952, the Uniform Commercial Code was published by a group of scholars whose goal was to draft a modern law of Commerce.The UCC has been revised several times, most recently in 2003.

Sales of goods. UCC 2-102: Article 2 applies to the sale of goods, things that are movable, other than money and investment securities.

Governs the leasing of goods.

Things that are movable, and tangible. UCC does not apply to real estate.UCC does not apply to service contracts (employment contracts)If the UCC does not apply, then the common law of contracts applies. NOT MONEY.

Occurs when a sale involves both the provision of a service and a good in the same transaction.Happens a lot in the construction industry, material is a good, the labor is employment law.

Only applies to a mixed sale if the goods are the dominant part of the transaction.

Courts decide these cases (mixed goods or not) on a case by case basis. The UCC provides no guidance.Labor most dominant? Then common law of contractsGoods more dominant? Then UCC

Someone who routinely deals in the particular goods involved, or who appears to have special knowledge or skill in those goods, or who uses agents with special knowledge or skill in those goods. "Holding themselves out to be an expert at their goods."

The UCC frequently holds a merchant to a higher standard of conduct than a non-merchant.

1. The parties may make a contract in any manner that sufficiently shows that they reached an agreement.2. Knowing the moment of making of the contract is not crucial.3. One or more terms may be left open. Commercially reasonable terms will all be assumed by the courts.

Some of the terms which can be left open under the UCC: Price, payment, Delivery, and time.QUANTITY: the one kind of term that is required under the UCC.Courts (judges) use directions in the UCC to fill in the "GAPS".

UCC 2-201 requires a writing for any sale for goods worth $500 or more. Writing Sufficient to Indicate a Contract-In general, the writing must be signed by the defendant.Incorrect or Omitted Terms- Under the UCC, a court may enforce a bargain even though one or more terms were left open. Enforceable Only to Quality Stated-The Code will enforce the contract only up to the quality of goods stated in the writing.

Merchant exception

Factors to consider:-Easy and Inexpensive to form-Liability-Taxes-Ability to raise money-Privacy of financial affairs

Sole Proprietorships