Goods in UCC: "Goods means anything movable, except for money, securities, and certain legal

rights.

The Code governs many aspects of commerce, including the sale and leasing of goods, negotiable
instruments, bank deposits, letters of credit, investment securities, secured transactions, and other
commercial matters. Every state has adopted at least part of
the UCC to govern commercial transactions within that state.

UCC covers sale of goods; common law covers everything else. If both, then a court determine's primary purpose
and subsequently the adjudicating authority.

Open price contracts, as well as open-ended output (purchasing) and requirement (supply) contracts rely on
gap-filling provisions, which either use market values or precedental amounts to determine terms of agreement.

Consideration entails 1) both parties receiving something of measurable value from the contract, 2) a promise to
give something of value, and/or 3) two parties must have bargained for whatever was exchanged.

Peppercorn Rule: courts seldom inquire into adequacy of consideration.

Negligence requires duty and breach of that duty, in either design, manufacture, or to warn the purchaser about dangers of normal
use.

In strict liability, the injured person must show that the defendant manufactured/sold a harmful/defective
product.

Liquidated debts are mutually accepted as to amount, and a creditor's promise to accept less is not binding.

For an unliquidated debt, if the parties agree that the creditor will accept less than the full amount claimed and
the debtor performs, there is an accord and satisfaction and the creditor may not claim any balance.

In most states, payment by a check that has a full payment notation will create an accord and satisfaction
unless the creditor is an organization that has notified the debtor that full payment offers must go to a certain
officer.

Express Warranties, Implied Warranties of Fitness, Merchantability, Title = UCC
Negligence, Strict Liability = Common Law

UCC contracts may be less compete than common law ones, as they have gap-filling provisions.
They require that defendant signed memorandum with quantity of goods. If merchants, 10 days to
object or bound by writing. Special manufacture requires no contract for proof.

The common-law mirror image rule requires acceptance on precisely the same terms as the offer. Under the UCC, an offeree
may often create a contract even when the acceptance includes terms that are additional to or different from those in the offer.

Statute of Frauds: not enforceable without written contract if, land, one-year, debt of another, executor of estate,
marriage, exceeding $500

The five elements of negligence are duty of due care, breach, factual causation, proximate causation, and damage.

If a legislature sets a minimum standard of care for a particular activity in order to protect a certain group of people, and a violation of the
statute injures a member of that group, the defendant has committed negligence per se.

FACTUAL CAUSE If one event directly led to the ultimate harm, it is the factual cause.
PROXIMATE CAUSE For the defendant to be liable, the type of harm must havebeen reasonably foreseeable.

STRICT LIABILITY A defendant is strictly liable for harm caused by an ultra-hazardous activity or a defective product. Ultra-hazardous
activities include using harmful chemicals, blasting, and keeping wild animals. Strict liability means that if the defendants conduct led to the
harm, the defendant is liable, even if she exercises extraordinary care.

Directed verdict: the decision by a court to instruct a jury that it must find in favor of a particular party because, in the judges opinion, no
reasonable person could disagree on the outcome. Summary judgment: the power of a trial court to terminate a lawsuit before a trial has
begun, on the grounds that no essential facts are in dispute.

OFFER: an act or statement that proposes definite terms and permits the other party to create a contract by accepting those terms. Invitations to
bargain, price quotes, letters of intent, and advertisements are generally not offers. However, an ad in which a company proposes to take a
specific action when a customer takes a specific action can amount to an offer. And letters of intent that indicate the parties intended to be
bound can also count as offers. Disclaimer phrases are used to clarify a letter of intents purpose.