Rescission is one of the ways in which contractual duties are discharged. This lesson discusses mutual rescission, rescission by one of the parties, and rescission as a remedy used by a court. This lesson may be used to introduce you to the subject or to review it.
The goal of this lesson is to take the user systematically through UCC Article 2. The lesson accomplishes this goal by having the user study a contract for the sale of goods. The concepts of Article 2 are thereby seen in the practical setting in which they are applied. Conversely, study of the contract reveals the source of each of the included provisions in the law. The user becomes familiar with the default rules and how those rules might be changed on behalf of a client. The user finishes with knowledge of the Code and how the Code may be applied in practice when drafting a contract.
This lesson reviews the 2022 Amendments to UCC Article 2 that explain what law to apply to a "hybrid transaction" -- a transaction that involves both the sale of goods and something else. After completing the lesson, students will be able to determine whether a transaction is a hybrid transaction, which aspects predominate, and what law to apply to each aspect.
A number of the provisions in Article 2 have special rules applicable to merchants, called the “merchant rules.” This lesson explores the definition of merchant in the UCC, key sections in Article 2 that rely on the concept of a merchant, and how different definitions of merchant apply in different provisions of Article 2.
This lesson explores the concept of conditions in the law of contracts. It distinguishes promises from conditions, discusses the various kinds of conditions, and explains ways the courts relieve parties from the harsh effect of conditions. The lesson concludes with two sample exam questions.
The topic of this podcast is when language in a contract is an express condition, such that failure to satisfy the condition results in a performance not being due. A condition can be a good way to hedge in case a party is concerned that it can’t meet its commitments and wants to avoid being in breach of contract. This podcast is related to the discussion of conditions in two other podcasts: Excuse of Conditions and Implied Conditions. This podcast discusses Clark v. West Publishing Company, and explains why drafters should use terms such as “if” or “on condition that” to make it clear that a term is a condition.
This podcast will explain when a court will supply a condition even where the parties have not expressly written one into the contract. It distinguishes between a promise and a condition under Restatement (Second) Contracts §§ 2 and 224. This podcast references two other podcasts: Express Conditions and the Excuse of Conditions that is used by courts to avoid harsh results of conditions. Additionally, this podcast provides hypotheticals that illustrate the relationship between implied conditions and the rule of constructive conditions of exchange.
This podcast explains when a court will excuse satisfaction of a condition to avoid the harsh effects of forfeiture when a condition fails. It also looks at what happens when a court has determined that there is a condition and the failure of the condition might cause a hardship. This podcast is related to the discussion of conditions in two other podcasts: Express Conditions and Implied Conditions, and contrasts the court’s application of excuse of conditions with express conditions. The podcast includes an explanation of restitution as it relates to excuse of condition as well as a brief explanation of Clark v. West Publishing Company. The podcast concludes with an explanation of Restatement (Second) of Contracts § 229.
The goal of this program is to teach a substantial amount of Article 2 through the study of a single case. This exercise begins with a warranty case, ITT v. LTX.
This lesson helps the user identify when a contract is an installment contract and understand the special rules that apply to installment contracts. The lesson is confined to installment contracts for the sale of goods, focusing on UCC sec. 2-612.
This lesson explores the contours of anticipatory repudiation, including the repudiating promisor's ability to retract his repudiation, the nonrepudiating promisee's right to demand adequate assurances of performance, and the effect of the promisor's repudiation on the promisee's obligation to perform.
This lesson takes a look at the treatment of damaged and destroyed goods and how the U.C.C. allocates the risk of loss for such occurrences. Since casualties to goods do occur, there must be a mechanism for determining which party will suffer the loss. The party which will suffer the loss is said to bear the risk of loss of the goods. This lesson sets out the basic rules for determining which party bears the risk of loss in sales transactions in cases where there is no breach (UCC 2-509) and examines the effect of breach on the allocation of risk (UCC 2-510).