| Section | Key Concepts |
| 1-103 | The regular old law of contracts pertains, "unless displaced by the
particular provisions of [the UCC]." Is that excessively vague?
Official comments make it seem like anything not mentioned is
fair game. |
| 1-105(1) | Cases bearing a "reasonable relation" to two states can be resolved
by laws of "this state" or an agreed-upon other state (i.e. chose your
own law). |
| 1-106 | Remedies are to be administered liberally, to preserve expectation interest; no
consequential, special, or penal damages (i.e. compensatory damages are limited to
compensation) |
| 2-102 | Article 2 applies only to transactions in goods |
| 2-105(1) | What are goods |
| 2-106 | Definitions of "contract," "sale," "cancellation" and some like terms |
| 2-107(1) | Minerals and structures, etc. are goods only if the seller severs them from property |
| 2-107(2) | Crops and timber are goods regardless of who severs |
| 2-201(1) | Statute of frauds for sales of goods; much looser than wills, real
estate, etc. |
| 2-501(1) | The minute you are involved in a contract to buy something, you have a "security interest" in the goods you're buying |
| 2-508 | When buyer rejects non-conforming goods, seller has right to cure
(with reasonable time) |
| 2-602 | A rejecting buyer has to inform the seller about the rejection |
| 2-606 | Reasonable time to inspect goods before acceptance |
| 2-703 | Protections for sellers in the event of non-performance by the buyer |
| 2-704(2) | When the goods to be sold are unfinished at the time of breach |
| 2-706 | Direction for the re-sale of repudiated/non-accepted goods (auction, etc.) |
| 2-708 | Protection of expectation interest for sellers |
| 2-709 | Action (by seller) for the price of goods when buyer fails to pay (only for
goods accepted or damaged, incidental damages, etc., of course). Payment entitles
buyer to the goods, etc. |
| 2-710 | Defines incidental damages incurred by aggrieved sellers |
| 2-711 | Buyer's remedies (incl. replevin of goods), when seller breaches; "right to cover" |
| 2-712 | Buyer can "cover" (e.g. from another vendor) seller's breach and then get the
difference as damages |
| 2-713 | Buyer can also get as damages what cover would have cost |
| 2-714 | Similar to §2-712, but if the goods are simply non-conforming to the contract |
| 2-715(1) | Incidental damages for buyer (expenses, commercially reasonable
chares, commissions, etc., associated with cover). |
| 2-715(2) | Consequential damages limited to buyer's requirements that the seller had
reasonable cause to know, and could not reasonably have prevented; also injury if warranty
is breached. This is a codification of the Hadley v.
Baxendale rule, sort of. Remedies can be contractually limited (Comment 3) and
there's consideration of whether needs are "general" or "particular," with respect
to the expectation that the seller would know them. |
| 2-716 | Specific performance is an option where goods are unique (or analogous); may
include price, damages, etc. Buyer can replevin goods in order to cover if other
reasonable efforts fail |
| 2-718(2) | Limitations on damages, liquidation of damages |