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

The Sales of Goods (UCC Article 2) syllabus for First-Year Law Students' Examination (FYLSX / Baby Bar) in full: 4 chapters, 15 topics and 28 sub-topics, every one listed below, plus 58 Sales of Goods (UCC Article 2) flashcards with answers.

4Chapters
15Topics
28Sub-topics
58Flashcards

Sales of Goods (UCC Article 2) syllabus: all 4 chapters

Expand any chapter to see its topics and sub-topics.

  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. 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. 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. 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

First-Year Law Students' Examination (FYLSX / Baby Bar) Sales of Goods (UCC Article 2) flashcards — 58 questions with 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.

Show the other 38 Sales of Goods (UCC Article 2) flashcards

  1. 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.

  2. 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.

  3. What is the implied warranty of fitness for a particular purpose, and what triggers it?

    Arises (from ANY seller, merchant or not) when the seller has reason to know the buyer's particular purpose AND that the buyer is relying on the seller's skill/judgment to select suitable goods, and the buyer in fact so relies (UCC 2-315).

  4. What is an express warranty under UCC 2-313, and what creates one?

    An express warranty is created by any (1) affirmation of fact or promise relating to the goods, (2) description of the goods, or (3) sample/model, that becomes part of the basis of the bargain. Mere 'puffing' or opinion does not create one.

  5. What does the warranty of title (UCC 2-312) guarantee?

    In every sale, the seller warrants good title, rightful transfer, and that the goods are free of any security interest or lien the buyer has no knowledge of. (A merchant also warrants the goods are free of infringement claims.)

  6. How may a seller disclaim the implied warranty of MERCHANTABILITY under UCC 2-316?

    The disclaimer must MENTION the word 'merchantability.' If written, it must be conspicuous. (It may be oral if it mentions merchantability.)

  7. How may a seller disclaim the implied warranty of FITNESS for a particular purpose?

    The disclaimer must be in WRITING and CONSPICUOUS. It need not use the word 'fitness'; general language such as 'There are no warranties extending beyond the description on the face hereof' suffices.

  8. How do the phrases 'as is' and 'with all faults' affect implied warranties?

    Expressions like 'as is,' 'with all faults,' or similar language that calls the buyer's attention to the exclusion of warranties effectively disclaim ALL implied warranties (merchantability and fitness).

  9. Can a seller disclaim an EXPRESS warranty by contract language?

    Generally no. The UCC construes express warranties and disclaimers as consistent where reasonable, but a disclaimer cannot negate an express warranty actually made; inconsistent disclaimer language is inoperative.

  10. Under UCC 2-719, when is a limitation or exclusion of consequential damages unconscionable?

    Limiting consequential damages for personal injury caused by consumer goods is prima facie UNCONSCIONABLE. Limitation of damages for commercial loss is NOT prima facie unconscionable. Also, if a limited remedy 'fails of its essential purpose,' the buyer may pursue other UCC remedies.

  11. What is the UCC hierarchy for interpreting the terms of an agreement (express terms vs. course of performance vs. course of dealing vs. usage of trade)?

    From highest to lowest priority: (1) Express terms, (2) Course of performance, (3) Course of dealing, (4) Usage of trade. Each lower source is used to explain/supplement but yields to the higher one when they cannot be reasonably reconciled.

  12. Define course of performance, course of dealing, and usage of trade.

    Course of performance: conduct between THESE parties under THIS contract (repeated occasions). Course of dealing: conduct between THESE parties in PRIOR contracts. Usage of trade: any practice regularly observed in the trade/industry that parties expect to apply.

  13. What is the Perfect Tender Rule (UCC 2-601)?

    In a single-delivery contract, if the goods OR the tender fail in ANY respect to conform to the contract, the buyer may (1) reject the whole, (2) accept the whole, or (3) accept any commercial units and reject the rest.

  14. What is the seller's right to 'cure' under UCC 2-508?

    A seller may cure defective tender by: (1) seasonable notice + retender of conforming goods BEFORE the contract performance time expires; or (2) AFTER the time, a reasonable further time to cure if the seller had reasonable grounds to believe the nonconforming tender would be acceptable (e.g., with or without a money allowance).

  15. How does the Perfect Tender Rule differ for INSTALLMENT contracts (UCC 2-612)?

    The perfect tender rule does NOT fully apply. The buyer may reject a SINGLE installment only if the nonconformity SUBSTANTIALLY IMPAIRS the value of THAT installment and cannot be cured. The whole contract is breached only if a defect substantially impairs the value of the ENTIRE contract.

  16. What is an installment contract under the UCC?

    A contract requiring or authorizing delivery of goods in separate lots to be separately accepted, even if it contains a clause such as 'each delivery is a separate contract.'

  17. In a shipment contract, when does risk of loss pass to the buyer?

    In a shipment contract, risk of loss passes to the buyer when the seller duly delivers the conforming goods to the CARRIER (and makes a proper contract for shipment). The seller need not deliver to the destination.

  18. In a destination contract, when does risk of loss pass to the buyer?

    In a destination contract, risk of loss passes to the buyer when the goods are duly TENDERED to the buyer at the named DESTINATION (so the goods reach the buyer's location and are available for taking delivery).

  19. What do the shipping terms FOB (place of shipment) and FOB (destination) signify for risk of loss?

    FOB seller's city/place of shipment = a shipment contract (risk passes at delivery to carrier). FOB buyer's city/destination = a destination contract (risk passes on tender at destination).

  20. When goods are held by a bailee and sold without being moved, when does risk of loss pass to the buyer?

    Risk passes when: (1) the buyer receives a negotiable document of title; or (2) the bailee acknowledges the buyer's right to possession; or (3) the buyer receives a non-negotiable document of title or written direction to the bailee (after reasonable time to present it).

  21. When the parties are silent on shipping terms and no carrier/bailee is involved, when does risk of loss pass under UCC 2-509(3)?

    It depends on whether the seller is a merchant. If the seller IS a merchant, risk passes when the buyer RECEIVES the goods. If the seller is a NON-merchant, risk passes upon TENDER of delivery.

  22. How does a BREACH affect risk of loss under UCC 2-510?

    If goods are so nonconforming the buyer could reject them, risk stays on the SELLER until cure or acceptance. If the buyer rightfully revokes acceptance, risk is on the seller to the extent of any deficiency in the buyer's insurance. If the buyer breaches before risk passes, the seller may treat risk as resting on the buyer for a commercially reasonable time (to extent of insurance deficiency).

  23. What is a 'sale on approval' versus a 'sale or return,' and how does each affect risk of loss?

    Sale on approval: goods delivered primarily for the buyer's USE; risk and title stay with the seller until the buyer accepts. Sale or return: goods delivered primarily for RESALE; risk and title pass to the buyer as in an ordinary sale, but the buyer may return unsold conforming goods.

  24. What is anticipatory repudiation under the UCC, and what may the aggrieved party do?

    A clear, unequivocal statement or voluntary act by a party that it will not perform a not-yet-due obligation. The aggrieved party may: (1) await performance for a commercially reasonable time, (2) resort to any remedy for breach, and/or (3) suspend its own performance.

  25. Can a party RETRACT an anticipatory repudiation, and when (UCC 2-611)?

    Yes, unless the other party has since (1) cancelled, (2) materially changed position in reliance, or (3) otherwise indicated it considers the repudiation final. Retraction reinstates the repudiator's rights with due excuse/allowance for delay caused.

  26. What is the right to demand 'adequate assurance of performance' (UCC 2-609)?

    When reasonable grounds for insecurity arise about a party's performance, the other party may make a written demand for adequate assurance and may suspend its own performance (if commercially reasonable) until it receives assurance. Failure to provide assurance within a reasonable time (not exceeding 30 days) is itself a repudiation.

  27. List the major BUYER'S remedies when the seller breaches.

    (1) Cancel; (2) Cover (buy substitute goods) + damages; (3) Market-price damages; (4) Specific performance (for unique goods or in proper circumstances); (5) Replevin; (6) Recover/keep prepaid amounts; (7) For accepted goods, damages for breach of warranty; (8) Incidental and consequential damages.

  28. How are a buyer's 'cover' damages calculated (UCC 2-712)?

    Cover damages = (cost of cover − contract price) + incidental and consequential damages − expenses saved. The buyer must cover in good faith, without unreasonable delay, with a reasonable substitute purchase.

  29. How are a buyer's market-price damages calculated when the buyer does NOT cover (UCC 2-713)?

    Damages = (market price at the time the buyer LEARNED of the breach − contract price) + incidental and consequential damages − expenses saved.

  30. What are a buyer's damages for ACCEPTED nonconforming goods / breach of warranty (UCC 2-714)?

    The difference between the value of the goods AS ACCEPTED and the value they WOULD have had if as warranted (typically cost of repair), plus incidental and consequential damages. The buyer must give the seller notice of breach within a reasonable time after discovery or lose the remedy.

  31. List the major SELLER'S remedies when the buyer breaches.

    (1) Cancel; (2) Withhold delivery; (3) Stop goods in transit; (4) Resell + recover damages; (5) Recover contract-price/market-price damages; (6) Recover the full PRICE in limited cases; (7) Recover lost profits (including for 'lost volume' sellers); (8) Identify goods / salvage; (9) Incidental damages.

  32. How are a seller's RESALE damages calculated (UCC 2-706)?

    Resale damages = (contract price − resale price) + incidental damages − expenses saved. The resale must be in good faith and commercially reasonable; for a private resale the seller must give the buyer reasonable notice of intent to resell.

  33. When may a seller recover the full CONTRACT PRICE (UCC 2-709)?

    The seller may recover the price (plus incidentals) when: (1) the buyer has ACCEPTED the goods; (2) conforming goods are lost/damaged after risk passed to the buyer; or (3) the goods are identified and the seller cannot reasonably resell them at a reasonable price.

  34. What is a 'lost volume' seller, and what damages may such a seller recover (UCC 2-708(2))?

    A seller with effectively unlimited supply who would have made BOTH the original sale and the resale. Because resale does not truly mitigate the loss, the seller recovers lost PROFIT (including reasonable overhead) plus incidental damages, rather than the contract-minus-resale measure.

  35. What are INCIDENTAL damages under the UCC?

    Reasonable expenses arising from the breach: for a buyer — costs of inspecting, receiving, transporting, caring for rightfully rejected goods, plus expenses of cover; for a seller — costs of stopping delivery, transporting, storing, caring for, and reselling the goods.

  36. What are CONSEQUENTIAL damages under the UCC, and who can recover them?

    Losses resulting from the buyer's particular needs that the SELLER had reason to know at contracting and that could not reasonably be prevented (e.g., lost profits), plus injury to person/property from breach of warranty. Only the BUYER may recover consequential damages; sellers cannot.

  37. What limits a buyer's recovery of consequential damages (the foreseeability and mitigation requirements)?

    Consequential damages are recoverable only if (1) the seller had reason to know of the buyer's special needs at the time of contracting (foreseeability, per Hadley v. Baxendale) and (2) the loss could NOT reasonably have been prevented by cover or otherwise (mitigation).

  38. What is the difference between 'rejection' and 'revocation of acceptance' of goods under the UCC?

    Rejection occurs BEFORE acceptance and (for single-delivery) requires only any nonconformity, exercised within a reasonable time with notice. Revocation occurs AFTER acceptance and requires a defect that SUBSTANTIALLY IMPAIRS value, plus that the buyer accepted either expecting cure that did not occur or without discovering the defect due to difficulty of discovery/seller's assurances.

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

What is in the First-Year Law Students' Examination (FYLSX / Baby Bar) Sales of Goods (UCC Article 2) syllabus?

First-Year Law Students' Examination (FYLSX / Baby Bar) Sales of Goods (UCC Article 2) is split into 4 chapters: Scope and Formation Under the UCC, Terms, Warranties, and Gap-Fillers, Performance, Risk, and Breach and UCC Remedies. Together they contain 15 topics and 28 sub-topics.

How many chapters are in First-Year Law Students' Examination (FYLSX / Baby Bar) Sales of Goods (UCC Article 2)?

4 chapters, containing 15 topics and 28 sub-topics. The largest chapter is Scope and Formation Under the UCC, with 4 topics.

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

Yes — a 58-card Sales of Goods (UCC Article 2) deck, printed in full in the flashcards section of this page and available in the Examius app with spaced repetition. The free plan covers one exam of your choice, including its flashcards; Examius Pro, a one-time purchase, unlocks every other exam and deck.