Question 1

How does UCC Article 2 govern goods transactions in Florida?

Accepted Answer

FL goods transactions: contract formation (less formality than common law: an agreement can be formed by conduct, telephone, or email; the statute of frauds requires a writing for sales of $500+ (Section 672.201)), terms (the UCC fills in missing terms: price (reasonable price), delivery (seller’s place of business), time of delivery (reasonable time), and payment (on delivery)), and performance (perfect tender rule: the buyer can reject goods that fail to conform to the contract in any respect; Section 672.601). The UCC: prioritizes the parties’ intent and commercial reasonableness over rigid formality.

Question 2

What remedies does a buyer have under Article 2 in Florida?

Accepted Answer

Buyer remedies: rejection (Section 672.601: the buyer can reject non-conforming goods before acceptance), revocation of acceptance (Section 672.608: the buyer can revoke acceptance if: the non-conformity substantially impairs the value and was not discoverable at acceptance), cover (Section 672.712: the buyer can purchase substitute goods and recover the difference in price), damages (Section 672.714: incidental and consequential damages: storage costs, additional expenses, and lost profits), and specific performance (Section 672.716: in cases involving unique goods: the court can order the seller to deliver the goods). The buyer: must act in good faith and give reasonable notice.

Question 3

What remedies does a seller have under Article 2 in Florida?

Accepted Answer

Seller remedies: withhold delivery (Section 672.703: if the buyer breaches: the seller can withhold goods not yet delivered), stop delivery (Section 672.705: if the buyer is insolvent: the seller can stop goods in transit), resale (Section 672.706: the seller can resell the goods and recover the difference in price), damages (Section 672.708: the difference between the contract price and the market price at the time of breach, plus incidental damages), and action for the price (Section 672.709: if the goods have been accepted or cannot be resold: the seller can sue for the full contract price). The seller: must act in good faith and mitigate damages.

Uniform Commercial Code Sales Goods Transactions

UCC Goods Transactions in Florida

Formation

Buyer Remedies

Seller Remedies

Related Terms

Barnes Walker Business Law

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