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🇺🇸 First-Year Law Students' Examination (FYLSX / Baby Bar) · flashcards
First-Year Law Students' Examination (FYLSX / Baby Bar) Sales of Goods (UCC Article 2) Flashcards
58 question-and-answer cards covering Sales of Goods (UCC Article 2) as it is examined in First-Year Law Students' Examination (FYLSX / Baby Bar). 24 of them are printed below, taken from across the deck — no signup, no paywall on the preview.
24 sample cards from the Sales of Goods (UCC Article 2) deck
Sampled from the end of the deck, so these are different cards from the ones shown on the syllabus page.
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.
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.'
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.
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).
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).
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).
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.
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).
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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).
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.
What this deck covers
The Sales of Goods (UCC Article 2) deck follows the First-Year Law Students' Examination (FYLSX / Baby Bar) Sales of Goods (UCC Article 2) syllabus — 4 chapters and 15 topics — so questions land on material that is genuinely examinable rather than trivia around it. That works out to roughly 14.5 cards per chapter.
Answers are written to be recallable, not just readable — averaging about 264 characters, which is long enough to carry the reasoning and short enough to say out loud.
A deck like this earns its keep on the second and third pass. Read the syllabus first so you know the shape of the subject, then use the cards to find the specific facts that have not stuck.
Sales of Goods (UCC Article 2) flashcards FAQ
How many Sales of Goods (UCC Article 2) flashcards are in this First-Year Law Students' Examination (FYLSX / Baby Bar) deck?
58 cards. This page previews 24 of them, sampled evenly across the deck so you can judge the difficulty before installing anything.
Are these First-Year Law Students' Examination (FYLSX / Baby Bar) flashcards free?
Yes. The preview here is free to read with no signup, and the full 58-card deck is free inside the Examius app.
What do the Sales of Goods (UCC Article 2) cards cover?
They follow the First-Year Law Students' Examination (FYLSX / Baby Bar) Sales of Goods (UCC Article 2) syllabus — 4 chapters and 15 topics — so the questions track what is actually examinable.
How should I use these flashcards?
Read the syllabus first so you know the shape of the subject, then drill the deck. Examius schedules each card with spaced repetition, so cards you keep missing come back sooner and ones you know drift further apart.