First-Year Law Students' Examination (FYLSX / Baby Bar) Sales of Goods (UCC Article 2) Syllabus

Sales of Goods (UCC Article 2) syllabus — full chapter and topic list

Expand any chapter to see its topics and sub-topics. This is the whole examinable outline for Sales of Goods (UCC Article 2) in First-Year Law Students' Examination (FYLSX / Baby Bar), not a summary of it.

1. 1

   Scope and Formation Under the UCC

   4 topics

   • Applicability of Article 2
     • Goods vs. services and the predominant-purpose test
     • Merchant vs. non-merchant rules
   • Offer and Acceptance Under the Code
     • Firm offers (UCC 2-205)
     • Acceptance by promise, shipment, or conduct (UCC 2-206)
     • Accommodation shipments
   • Battle of the Forms (UCC 2-207)
     • Additional and different terms
     • Material alteration between merchants
     • Contract formed by conduct
   • UCC Statute of Frauds
     • $500 threshold
     • Merchant confirmatory memo
     • Exceptions: specially manufactured goods, part performance, admission
2. 2

   Terms, Warranties, and Gap-Fillers

   4 topics

   • Open Terms and Gap-Fillers
     • Open price, time, and place of delivery
     • Output and requirements contracts
   • Warranties
     • Express warranties
     • Implied warranty of merchantability
     • Implied warranty of fitness for a particular purpose
     • Warranty of title
   • Disclaimers and Limitations of Warranty
   • Interpretation Hierarchy
     • Course of performance, course of dealing, usage of trade
3. 3

   Performance, Risk, and Breach

   4 topics

   • Perfect Tender Rule
     • Buyer's right to reject, accept, or accept in part
     • Seller's right to cure
   • Installment Contracts
   • Risk of Loss
     • Shipment vs. destination contracts
     • Risk of loss on breach
   • Anticipatory Repudiation and Adequate Assurances Under the UCC
4. 4

   UCC Remedies

   3 topics

   • Buyer's Remedies
     • Cover and market-price differential
     • Specific performance for unique goods
     • Damages for accepted nonconforming goods
   • Seller's Remedies
     • Resale and market-price differential
     • Action for the price
     • Lost-volume seller recovery
   • Incidental and Consequential Damages

Sales of Goods (UCC Article 2) flashcards for First-Year Law Students' Examination (FYLSX / Baby Bar)

22 of 58 cards from the Sales of Goods (UCC Article 2) deck — real questions with worked answers.

1. What types of transactions does UCC Article 2 govern?

   Transactions in goods, i.e., the sale of movable, tangible personal property identified to the contract at the time of sale. It does NOT govern contracts for services, real estate, or intangibles.

2. How is 'goods' defined under UCC Article 2?

   All things movable and identified to the contract at the time of sale, including specially manufactured goods and the unborn young of animals, but excluding money, investment securities, and choses in action (rights to sue).

3. For a mixed contract involving both goods and services, which body of law applies?

   The 'predominant purpose' (predominant factor) test: if the contract is predominantly for goods, all of Article 2 applies; if predominantly for services, common law applies. (A minority 'gravamen' test applies the law governing the part of the deal that caused the dispute.)

4. Who is a 'merchant' under the UCC, and why does the status matter?

   A merchant is one who deals in goods of the kind, or who by occupation holds themselves out as having special knowledge or skill as to the goods or practices involved. Status matters because several UCC rules (e.g., 2-207, firm offers, implied warranty of merchantability, SOF merchant's confirmatory memo) apply only to or differently for merchants.

5. Under UCC 2-205, what is a 'firm offer' and what are its requirements?

   A firm offer is an offer by a MERCHANT to buy or sell goods, in a SIGNED WRITING, that gives ASSURANCE it will be held open. It is irrevocable for the time stated, or if none, a reasonable time, but in no event longer than 3 months — and NO consideration is required.

6. How does UCC 2-206 treat the manner of acceptance of an offer?

   Unless unambiguously indicated otherwise, an offer invites acceptance by any reasonable manner and medium. An order to buy goods for prompt shipment may be accepted either by a prompt promise to ship OR by prompt/current shipment of conforming (or even nonconforming) goods.

7. Under UCC 2-206, when does shipping NONCONFORMING goods constitute acceptance rather than breach?

   Shipping nonconforming goods is both an acceptance AND a breach — UNLESS the seller seasonably notifies the buyer that the shipment is offered only as an accommodation, in which case it is a counteroffer (not an acceptance) and the seller is not in breach.

8. At common law, what is the 'mirror image rule,' and how does the UCC change it?

   At common law, an acceptance must mirror the offer exactly; any new/different terms make it a counteroffer. UCC 2-207 rejects the mirror image rule: a definite, seasonable expression of acceptance forms a contract even if it states additional or different terms.

9. Under UCC 2-207(1), what makes a response a counteroffer rather than an acceptance?

   A response is a counteroffer (not acceptance) if acceptance is EXPRESSLY MADE CONDITIONAL on the offeror's assent to the new/different terms.

10. Under UCC 2-207(2), how are ADDITIONAL terms treated when BOTH parties are merchants?

    Between merchants, additional terms automatically become part of the contract UNLESS: (1) the offer expressly limits acceptance to its terms, (2) the new terms materially alter the deal, or (3) the offeror objects within a reasonable time.

11. Under UCC 2-207(2), how are additional terms treated when at least one party is NOT a merchant?

    If either party is a non-merchant, additional terms are treated as mere proposals for addition to the contract; they do NOT become part of the contract unless the offeror expressly agrees to them.

12. What is the 'knockout rule' under UCC 2-207?

    Under the majority knockout rule, conflicting (different) terms in the offer and acceptance cancel each other out; both drop out and are replaced by the UCC's gap-filler provisions.

13. Under UCC 2-207(3), how is a contract formed when the writings do not otherwise establish one (e.g., 'expressly conditional' acceptance) but the parties act as if there's a deal?

    Conduct by both parties recognizing the existence of a contract is sufficient to form one. The terms are those on which the writings AGREE, plus UCC gap-fillers for everything else.

14. What is the general dollar threshold for the UCC Statute of Frauds, and what must the writing contain?

    Contracts for the sale of goods for $500 or more must be evidenced by a writing. The writing need only: (1) indicate a contract was made, (2) be signed by the party to be charged, and (3) state a quantity. (Price, time, and other terms may be omitted.)

15. Under UCC 2-201, to what extent is a contract enforceable if the writing states the wrong quantity?

    The contract is enforceable only up to the quantity stated in the writing. Quantity is the one term that cannot be supplied by gap-fillers, so an understated quantity caps recovery.

16. What is the 'merchant's confirmatory memo' exception to the UCC Statute of Frauds (2-201(2))?

    Between merchants, if one party sends a signed written confirmation of an oral agreement within a reasonable time, and the recipient has reason to know its contents, it satisfies the SOF against the RECIPIENT too — unless the recipient gives written objection within 10 days of receipt.

17. List the UCC Statute of Frauds exceptions that allow enforcement of an oral contract for goods $500+.

    (1) Specially manufactured goods (not suitable for resale, and seller has substantially begun); (2) Admission in court/pleadings/testimony (enforceable up to quantity admitted); (3) Part performance — goods paid for or received/accepted (enforceable to that extent); (4) Merchant's confirmatory memo (between merchants).

18. Under the UCC, what happens to a contract that is missing terms like price, time, or place of delivery?

    The contract is still enforceable; the UCC supplies 'gap-fillers.' A contract does not fail for indefiniteness if the parties intended to contract and there is a reasonably certain basis for a remedy — but quantity must be ascertainable.

19. What price does the UCC supply when the parties leave price open (UCC 2-305)?

    A 'reasonable price at the time of delivery.' If the price is to be set by one party, it must be fixed in good faith.

20. What are the UCC gap-fillers for place of delivery, time for shipment, and time for payment?

    Place of delivery: the seller's place of business (or residence). Time: a reasonable time. Payment: due at the time and place the buyer is to receive the goods.

21. What is the difference between a 'requirements' contract and an 'output' contract, and how is quantity measured?

    In a requirements contract the buyer agrees to buy all it needs from the seller; in an output contract the seller agrees to sell all it produces to the buyer. Quantity is measured by actual good-faith requirements/output, and may not be unreasonably disproportionate to any stated estimate or prior comparable figures.

22. What is the implied warranty of merchantability, and who gives it?

    Given automatically in every sale of goods by a MERCHANT who deals in goods of that kind (UCC 2-314). It warrants the goods are fit for their ordinary purpose, are adequately packaged/labeled, and pass without objection in the trade.

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