Performance of Sales and Lease Contracts

Seller must transfer and deliver conforming goods. Buyer must accept and pay for conforming goods. In the absence of an agreement between Seller and Buyer, UCC Article 2 controls as set out below. Good Faith Requirement Good Faith is the foundation of every UCC commercial contract. Good faith means honesty in fact. For a merchant, it means honesty in fact and observance of reasonable commercial...

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Title, Risk and Insurable Interest

Sale of goods requires different rules than real property transactions: risk should not always pass with title. UCC replaces title with identification, risk, and insurable interest. Identification For any interest to pass to buyer, goods must be: In existence. Identified as specific goods in the sales contract (by serial numbers and/or physically separated from others. Except for fungible...

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Formation of Sales and Lease Contracts

The UCC Facilitates commercial transactions. UCC Article 2: Sale of Goods. Modifies common law of contracts of some areas. UCC 2 preempts common law. Where UCC2 is silent, common law governs. The Scope of UCC 2 Does not apply to real estate unless there is a “good” that can be severed by the Seller. If the good is severed by the Buyer, then UCC2 does not apply. Generally contracts for services...

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E-Contracts and E-Signatures

Most courts find E-Contracts involve basic principles of contract law, applied in the online context. Online Contract Formation Online Offers should include Remedies for Buyer. Statute of Limitations. What constitutes Buyer’s acceptance. Method of Payment. Seller’s Refund and Return Policies. Disclaimers of Liability. How Seller will Use Buyer’s Information (Privacy). Dispute Settlement...

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