NY Commercial Transactions & UCC Flashcards

A merchant signs a written offer to sell 200 chairs stating it will remain open for six months, with no consideration given. How long is the offer irrevocable under NY UCC 2-205?

Answer: Three months

A merchant's signed firm offer is irrevocable without consideration for the stated period, but that period cannot exceed three months.

Under the UCC as adopted in New York, a contract for the sale of goods generally must be evidenced by a signed writing when the price is at least what amount?

Answer: $500

NY UCC 2-201 keeps the $500 threshold because New York never adopted the 2003 amendments that would have raised it.

A seller delivers nonconforming goods before the contract delivery date, and the buyer rejects them. What right does the seller have under UCC 2-508?

Answer: The right to notify the buyer and make a conforming delivery within the contract time

When the time for performance has not yet expired, a seller may seasonably notify the buyer of its intent to cure and then deliver conforming goods within the contract period.

A merchant seller holds goods that the buyer will pick up, and no carrier is involved. When does risk of loss pass to the buyer?

Answer: When the buyer receives the goods

Under UCC 2-509(3), when the seller is a merchant, risk passes only when the buyer receives the goods.

To disclaim the implied warranty of merchantability in a written contract, what must the seller do?

Answer: Mention 'merchantability' and make the disclaimer conspicuous

UCC 2-316(2) requires that a disclaimer of merchantability mention merchantability and, if it is written, be conspicuous.

Two merchants exchange forms. The buyer's acceptance adds an arbitration clause the offer did not include, and the seller does not object. Under UCC 2-207, the clause is:

Answer: Part of the contract unless it materially alters it, the offer limits acceptance to its terms, or an objection is made

Between merchants, additional terms become part of the contract unless an exception in 2-207(2) applies, and New York courts often treat arbitration clauses as material alterations.

A buyer rightfully rejects goods and then buys substitute goods in good faith at a higher price. What is this remedy, and what can the buyer recover?

Answer: Cover; the cover price minus the contract price, plus incidental and consequential damages, less expenses saved

Under UCC 2-712, a buyer who covers recovers the difference between the cost of cover and the contract price, plus incidental and consequential damages, less expenses saved.