The Contracts Desk
Return to the rule. Follow the source. Check the account.
A wider study lens
Warranties
A factual description or promise made part of a goods bargain can create an express warranty under UCC 2-313. Merchantability ordinarily requires a merchant seller of that kind of goods; fitness for a particular purpose concerns the seller’s knowledge and the buyer’s reliance. Disclaimers, conspicuousness, adoption, and consistency with express promises require separate analysis under UCC 2-316.
Acceptance and revocation
Inspection is not automatically acceptance. Acceptance can arise under UCC 2-606 and carries notice and payment consequences. Revocation under UCC 2-608 requires qualifying substantial impairment and statutory conditions; it is not interchangeable with timely rejection. Preserve goods and satisfy applicable notice and care duties.
Good faith
Good faith governs performance and enforcement. Article 2 modifications must meet that obligation as well as agreement and formalities. The duty does not ordinarily create a wholly new bargain or erase an express allocation of risk.
Capacity and illegality
Minority, mental incapacity, intoxication, public policy, and illegality call for their own standards, knowledge requirements, exceptions, and remedial analysis. Do not infer any defense from a character’s age, appearance, identity, or disadvantage.
Unconscionability
Analyze applicable procedural and substantive factors at the relevant time and the jurisdiction’s approach. A court may refuse enforcement, sever a clause, or limit its application under governing rules; unequal bargaining power alone is not a universal complete test.
Damages alternatives
UCC market-difference remedies may be available when cover is not the chosen measure, subject to applicable timing and proof. A buyer who accepts defective goods has a separate damages framework. Choose the remedy appropriate to the actual performance and avoid compensating the same loss twice.
Liquidated damages
A valid agreed damages measure must satisfy the governing standard for reasonable estimates and difficult proof; an unenforceable penalty does not become valid merely because the document uses the words liquidated damages. UCC 2-718 and common-law approaches require attention to the agreement and jurisdiction.
Exam method
For each agreement: governing law; formation; consideration or alternative basis; formalities and defenses; terms and changes; conditions and performance; breach, cure, repudiation and excuse; rights and parties; remedies and limits. Explain the fact changing each result.
The closing file
| Agreement | Terms and outcome |
|---|---|
| Machine sale | One press; $40,000 contract; $8,000 deposit; $32,000 delivery balance. Rivet repudiates. Reasonable $44,000 cover and $1,200 extra freight produce a $13,200 illustrated recovery including the retained deposit. |
| Binding services | $12,000 original scope plus $1,000 new map work. Naomi cures the minor foil defect at her expense; the agreed $13,000 is paid without a duplicate repair deduction. |
| Publishing license | Lucía grants one nonexclusive print edition of eight hundred copies for $4,000. No digital rights are adopted. The license fee is paid. |
| Lease option | $500 buys a decision period through September 21 at 5 p.m. Required signed exercise notice is delivered at noon September 21. |
| Harbor purchase | Eight hundred books at $60: $48,000. Certificate received September 20 at 4:40 p.m. Books delivered, accepted, and paid for September 22. |
| Settlement | A negotiated $13,200 payment clears September 22, activating a release limited to the machine-sale dispute. No court judgment is assumed. |
Authorities
Research checked October 4, 2026. Model provisions and state-specific comparisons must be checked against the governing law.