Pete worked as a bookkeeper for Hanes, Inc. He was accused of embezzling $30,000 and was fired from the company. Pete then became a bookkeper Mt. Etna Corp, his family’s import/export company. He wrote a check for $30,000 to Hanes from Mt Etna’s account to satisfy the stolen funds and stave off any report to authorities. Hanes negotiated the check and Mt Etna later sued for theft, conversion, a breach of fiduciary duty. Under the ruling in Georg v. Metro Fixtures Contractors, Inc., Hanes would qualify as a _________________ because of its constructive possession of the check.

Pete and Martha agreed to sell Acme Foods to Dave and Mary for $150,000.  The deal included a truck, a trailer, freezers, roasters, chairs, signs and lighting.  Dave and Mary paid $10K down with the balance to come from a bank loan. They took possession of the equipment and began to use them in the business immediately.  After six events, Dave and Mary wanted out of the deal because the business did not generate as much income as they expected.   Pete and Martha sued claiming Dave and Mary could no longer reject the goods under the UCC. A court could find that this was a sale of goods under the UCC under the predominant-factor test. The facts can show the primary value of the contract was in the goods and not the value of the business.  

To _________________ an offer, express language must be used, such as, “I withdraw my previous offer of May 7,” or by performance of acts that are contrary to the offer and made to the offeree (for example, selling the offered property to another with the original offeree present

A writing that states, “I promise to pay you $1,000 if the Mets win the World Series,” is not a contract because it comes with a condition.

Article 2 of the UCC governs the sale of goods not services.

Section 4-4-201(a) states that a collecting bank “is an agent or sub-agent of the owner of the item.” Further, the statute states, “This provision applies regardless of the form of indorsement or lack of indorsement. . . .” A check payable to a party and deposited in that party’s account makes the party the “owner” of the check under the UCC.  The bank is in  ________________________ of the check.

The breach is ___________________ when performance is not at least substantial.  If there is a material breach, then the nonbreaching party is excused from performing.

“To be negotiable, the instrument must stand alone,” is true of negotiable instruments. 

A statement of intention to do something in the future is an offer.  

One policy reason under Section 2-207 of the UCC, the “battle of the forms” section, is to place responsiblity on merchants to pay attention to the purchase orders they sign. The seller should read the purchase order that has been received and, if it contains conflicting terms on which the UCC provides unfavorable default positions, the seller should refuse to proceed with the transaction—not perform—until a suitable express agreement has been reached.