Sales

20 Pages Posted: 1 Aug 2018

Multiple version iconThere are 6 versions of this paper

Date Written: July 13, 2018

Abstract

This Article is a survey of the highlights of noteworthy sales cases from 2017 decided under Article 2 of the Uniform Commercial Code. Particular Article 2, There were interesting developments under Article 2, including a case that addressed multiple scope and formation issues in which plaintiff purchased medical equipment, a mammogram machine, in exchange, in part, for the removal of old CT equipment which was to be used as a trade-in and installation of the new equipment. A dispute arose over the installation and the condition of the CT equipment received as the trade-in, the plaintiff brought suit for breach of contract, and moved for summary judgment. Applying the predominant purpose test to the mixed transaction, the court first held that the transaction was primarily for goods. After determining that Article 2 applied to the transaction, the court applied section 2-204 to conclude that a contract arose based upon the communications of the parties and payment by the plaintiff of the purchase price. The court then determined that the defendant’s later sent purchase agreement at best amounted to a written confirmation under section 2-207(1) and applied 2-207(2) to conclude that the terms of the purchase agreement did not become part of the contract because the plaintiff was not a merchant and had not assented to the terms. In reaching this conclusion, the court took a rather narrow view of the definition of merchant that is not entirely consistent with the comments to Article 2. As a result, the contract consisted of the terms on which the parties agreed, but did not include choice of law and other provisions contained in the purchase agreement.

Keywords: Article 2, Uniform Commercial Code, Sales, Survey, UCC, Warranty, Predominent, Statute of Frauds, Breach, Remedies, Performance, Contract, Sales, 2-207, Formation, Modification

JEL Classification: K1, K10, K12, K19, K20

Suggested Citation

Martin, Jennifer S., Sales (July 13, 2018). Business Lawyer , Vol. 72, 2018, Available at SSRN: https://ssrn.com/abstract=3213714

Jennifer S. Martin (Contact Author)

Albany Law School ( email )

80 New Scotland Avenue
Albany, NY 12208
United States

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