Sales and Leases - A Problem-based Approach, 2016a

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(1) Can the parties agree on a delivery date? (2) Did ABC give XYZ a warranty of merchantability? (3) Can XYZ introduce evidence that prior to signing the contract, ABC promised that it would deliver the widgets to XYZ at no additional cost? (4) Can XYZ introduce evidence that in their four prior transactions, ABC delivered the widgets to XYZ at no additional cost? 9.3. Contract Modification 9.3.1. Modification. Does the UCC parol evidence rule suppress oral statements or writings made after contract formation? In Trad Industries v. Brogan, 805 P.2d 54 (Mont. 1991), a written contract specified a certain delivery date for the sale of elk. In subsequent telephone conversations, the parties agreed to a later delivery date. The court stated: “The telephone conversations are not barred by the parol evidence rule. These occurred after the writings and pertain to Trad's assertion that the contracts were subsequently modified.” Id. at 58. 9.3.1.1. UCC § 2-209 governs the modification, rescission or waiver of contract terms after the contract has been formed. 9.3.1.2. There is no requirement of consideration to modify a contract. UCC § 2-209(1). This changes the common law “pre-existing duty” rule. Problem 9-7. A bakery enters into an agreement to purchase a new commercial oven at a price of $10,000, to be delivered and installed in 14 days. A few days after signing the agreement, the seller calls the bakery and states that it may not be able to meet the 14-day delivery date. The seller promises to deliver the oven within 21 days. The purchaser orally agrees to the revised delivery date. Is this oral modification enforceable? 9.3.1.3. Under UCC § 2-209(2), the parties are free to provide that a written agreement can be modified only by a signed writing (usually called a “no oral modification” or “N.O.M.” clause). 9.3.1.3.1. With regard to “no oral modification” clauses in any transactions which are not between merchants, the “no oral modification” clause in a merchant’s form must be separately signed by the non-merchant. This requirement of a separate signing is intended to alert non-merchants that they should not rely upon oral assurances. UCC § 2-209(2). 131
Problem 9-8: A gravel company agrees to provide 25,000 tons of gravel at the rate of 1,000 tons per week to a construction company that is building a road in a private development. The agreement contains a “no oral modification clause.” Delivery is not made in accordance with the delivery schedule in the written contract. In the lawsuit that follows for breach of contract, can the gravel company present evidence that subsequent to the execution of the written agreement the delivery schedules had been modified orally to accommodate the actual start-up and discontinuance of construction schedules on the project? 9.3.2. Statute of Frauds. Does the statute of frauds apply to a modification? UCC § 2-209(3) provides that “the requirements of the statute of frauds ... must be satisfied if the contract as modified is within its provisions.” According to White & Summers, Uniform Commercial Code § 2-7 (West 6th ed., 2010), there are at least five possible interpretations of this language: (1) that if the original contract was within 2-201, any modification thereof must also be in writing; (2) that a modification must be in writing if the term it adds brings the entire deal within 2-201 for the first time, as where the price is modified from $400 to $500; (3) that a modification must be in writing if it falls in 2-201 on its own; (4) that the modification must be in writing if it changes the quantity term of an original agreement that fell within 2-201; and (5) some combination of the foregoing. Given the purposes of the basic statute of frauds section 2-201, we believe interpretations (2), (3), and (4) are each justified, subject of course to the exceptions in 2-201 itself and to any general supplemental principles of estoppel. Although White & Summers state their opinion that it is not “justified” to apply UCC § 2-209(3) to all modifications of a contract that originally falls within § 2-201, the majority of courts that have addressed the issue have applied the statute of frauds to oral modifications if both the original contract and the contract, as modified, are contracts involving goods with a purchase price in excess of $500. See, for example, Green Construction Co. v. First Indemnity of America Insurance Co., 735 F. Supp. 1254, 1261 (D.N.J. 1990); Trad Industries v. Brogan, 805 P.2d 54, 59 (Mont. 1991). Problem 9-9. (1) A law firm purchases a printer from Office Supplies for $400. The written contract provides that the law firm may return the printer at any time within 30 days following the purchase, for any reason, in which event the full purchase price will be returned. The contract does not contain a “no oral modification” clause. After experiencing several problems in the first week, the law firm manager and Office Supplies manager orally modify the 30-day return period to a 60-day return period. The problems continue sporadically, and the law firm returns the printer on the 59th day after its purchase. Office Supplies refuses to accept it and issue a refund, pointing out the 30-day return period in the contract. Is the modification enforceable? 132
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SALES AND LEASES: A Problem-based A
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About CALI eLangdell Press The Cent
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Table of Contents About the Authors
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5.1. Statute of Frauds - the Genera
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8.3.4. Remote Sellers under UCC §
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12.3. Qualifications to the Perfect
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16.4. Buyer’s Remedy of “Cover.
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Chapter 1. Introduction to the Unif
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asserted in the Code itself (see [
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(4) The requirement in § 2-511 tha
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unfair that a court refuses enforce
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(1) What factors should the consume
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Problem 1-8. Number from 1 through
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Was the court correct to distinguis
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Chapter 2. Introduction to UCC Arti
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the sale of goods, such as the stat
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714 (Mich. App. 1981) (court held t
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Advent filed a complaint in the dis
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That a computer program may be copy
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and available in the marketplace.
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having knowledge or skill peculiar
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2.4.5.2. Section 2-207(2) regarding
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Chapter 3. Formation of a Contract
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3.2.4.2. Quantity. Section § 2-204
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common law). The provision probably
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3.3.5.3. Section 2-206(1)(b) provid
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Commercial Code. Whether there are
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Case Notes: 1. Although UCC § 2-20
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a website and a little box pops up
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4.2.1. Section 2-207(1) requires a
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4.3. Second Step: Look for Language
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(2) the additional term materially
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522 U.S. 808 (1997) (arbitration pr
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eached orally . . . and is followed
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Terms. Accord Brown Machine, 770 S.
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Section 2-207(2) is silent on the t
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the approach. On the contrary, at l
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offered terms. And if there is nego
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Problem 5-1. Would the following co
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noted a 10 per cent discount on the
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All that is required is that the wr
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We do not mean to [imply] that term
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Problem 5-3. On July 10, 2014, Jack
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A more difficult question is whethe
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Chapter 6. Warranties Implied by La
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6.3.1 If a buyer provides specifica
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particular model of toaster would b
Page 96 and 97: etween the chowder and crackers whi
Page 98 and 99: unwholesomeness of the food itself,
Page 100 and 101: extent beyond that which would be c
Page 102 and 103: One of the purchasers asks for Joan
Page 104 and 105: Chapter 7. Express Warranties and W
Page 106 and 107: 5. A picture of a watch with a face
Page 108 and 109: sorghum seed, but it didn’t grow.
Page 110 and 111: gets home. When the DVR breaks ten
Page 112 and 113: 7.3.1.5.1. In any event, Home Appli
Page 114 and 115: merchantability is extended to thos
Page 116 and 117: court's reason for abolishing the p
Page 118 and 119: (e) in sales of any seed for planti
Page 120 and 121: the surrounding text of the same si
Page 122 and 123: does not claim title in himself (su
Page 124 and 125: (b) the purchase by a celebrity of
Page 126 and 127: Problem 8-9. Read § 108. What, if
Page 128 and 129: 8.3.3. Alternatives. After receivin
Page 130 and 131: 8.3.3.1. Under Alternative A, famil
Page 132 and 133: Problem 8-14. Jump High Inc. manufa
Page 134 and 135: of a consistent additional term to
Page 136 and 137: BUTZNER, Circuit Judge …. Columbi
Page 138 and 139: whether the buyer has in fact defau
Page 140 and 141: Problem 9-3. Betty owns a building
Page 142 and 143: Id. at 644. defendant for the lira,
Page 144 and 145: clauses such as this one are strong
Page 148 and 149: (2) Does your answer to the precedi
Page 150 and 151: Chapter 10. Delivery Terms and Titl
Page 152 and 153: 10.1.2.3.2. So where do we go for g
Page 154 and 155: 10.1.4. Common Carrier Contracts. W
Page 156 and 157: Rheinberg-Kellerei GMBH v. Vineyard
Page 158 and 159: Ted asks Outdoor Sporting Goods to
Page 160 and 161: 10.2.2. Transferor’s Title. Secti
Page 162 and 163: levied on the car on behalf of Butl
Page 164 and 165: Id. at 266. contends its ownership
Page 166 and 167: Hollis v. Chamberlin, 419 S.W.2d 11
Page 168 and 169: Chapter 11. Impracticability (Excus
Page 170 and 171: 11.3. Failure of Basic Assumption.
Page 172 and 173: (4) the promisor seasonably notifie
Page 174 and 175: [The court also rejected Bobby Murr
Page 176 and 177: performance has become commercially
Page 178 and 179: Transatlantic Financing Corp. v. Un
Page 180 and 181: 4. See Lee Russ, Annotation, Imprac
Page 182 and 183: The facts are that the parties ente
Page 184 and 185: Watson Labs., Inc. v. Rhone-Poulenc
Page 186 and 187: preclude performance under the cont
Page 188 and 189: 2. RPR's express obligation under P
Page 190 and 191: 12.3.1. Section 2-602 sets out rule
Page 192 and 193: delivery or tender. It is ineffecti
Page 194 and 195: easonable time for rejection, U.C.C
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nor refused the offer. No mention w
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uyer can reject the entire contract
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12.7.2. Under § 2-602(2)(b), if th
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Chapter 13. Acceptance; Revocation
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13.2.4. After acceptance, the burde
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13.3.2.2. Another important factor
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attempted repairs sufficient to kee
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miles after revocation was found to
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Problem 13-4. Whoopie Cereals purch
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Problem 14-3. Sally has agreed to p
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constitute reasonable grounds which
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On May 1, 1969, AMF met with McDona
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Case Notes: 1. When did someone fir
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14.6.2. An effective retraction rei
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Chapter 15. Common Law Remedy Princ
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end that the aggrieved party may be
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15.1.4.4. The terms “general dama
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in certain circumstances, the right
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Problem 15-11. Dollar Store decides
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everse. Kenco buys mobile homes fro
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esell them on the open market; subs
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Chapter 16. Buyer Remedies under th
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Schroeder v. Barth, Inc. 969 F.2d 4
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e.g., Indiana Ins. Co. v. Plummer P
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a condition precedent to any recove
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the manufacturer under the particul
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ottles of wine instead of 12 bottle
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"We first turn our attention to the
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severe loss. Therefore, the actual
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At first blush, the result reached
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Chapter 17. Limitation of Remedies
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April and October, while almost not
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Pa. Super. 470, 473, 168 A.2d 750,
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California Civil Code § 1671. Vali
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Problem 17-7. An 18-year old high s
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In May, 1976, plaintiff LeVon Schle
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limitations governing the elected t
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18.4. Suits against Manufacturers a
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Spanierman prepared an invoice that
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exception, the warranty explicitly
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state a specific time period, such
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opinions from other jurisdictions a
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and the tailor says, “I’m kind
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Section 9-406.” The problem is th
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elevant to this appeal. First, each
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its intellectual property and trade
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“[t]o reveal the intent necessary
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University of Michigan. At the same
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20.3. Lease or Security Interest? S
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2. You cannot cancel the lease duri
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lessee acquires ownership, and that
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Note that incidental damages under
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