Contracts Lecture Fifteen: Third-Party Beneficiaries

Dive into the intricate world of the Uniform Commercial Code (UCC) with our latest episode. Designed for law students and professionals alike, this episode unpacks the UCC's foundational principles, focusing on its role in simplifying and modernizing commercial transactions. Explore key articles, from sales and secured transactions to negotiable instruments, and understand how the UCC fosters uniformity and flexibility in the ever-evolving landscape of commerce. Whether you're preparing for exams or seeking practical insights, this episode is your essential guide to mastering the UCC.

Purpose of the UCC: The UCC aims to simplify, clarify, and modernize the law governing commercial transactions. It also seeks to permit the continued expansion of commercial practices through custom, usage, and agreement, and to make the law uniform among various jurisdictions.

Variation by Agreement: The effect of UCC provisions can be varied by agreement, unless otherwise specified. However, the obligations of good faith, diligence, reasonableness, and care cannot be disclaimed by agreement, though parties may determine the standards for performance if those standards are not manifestly unreasonable.

Definition of "Agreement" vs. "Contract": "Agreement" refers to the actual bargain of the parties as found in their language or implied from circumstances like course of dealing or usage of trade. "Contract" is the total legal obligation that results from the parties' agreement as affected by the UCC and other applicable rules of law.

Good Faith Obligation: Every contract or duty within Subtitle I imposes an obligation of good faith in its performance or enforcement. This means parties must act with honesty in fact and, in the case of a merchant, observe reasonable commercial standards of fair dealing.

Formation of a Sales Contract: A contract for the sale of goods can be made in any manner sufficient to show agreement, including conduct by both parties. Even if one or more terms are left open, a contract does not fail for indefiniteness if the parties intended to make one and there is a reasonably certain basis for an appropriate remedy.

Statute of Frauds for Sales: A contract for the sale of personal property is generally not enforceable beyond $5,000 in amount or value unless there is a writing indicating a contract for sale, stating a price, reasonably identifying the subject matter, and signed by the party against whom enforcement is sought. This specific rule does not apply to contracts for the sale of goods covered by Article 2.

Merchantability Warranty: If the seller is a merchant with respect to goods of the kind, an implied warranty of merchantability is given, meaning the goods must be fit for the ordinary purposes for which such goods are used, among other requirements. This includes the serving of food or drink for value.

Holder in Due Course Requirements: To be a holder in due course, a person must take the instrument for value, in good faith, and without notice that it is overdue, has been dishonored, or has any defense against or claim to it on the part of any person. These elements ensure the holder is a legitimate and unsuspecting party.

Security Interest Definition: A "security interest" is defined as an interest in personal property or fixtures that secures payment or performance of an obligation. A seller's retention or reservation of title to goods after shipment or delivery to the buyer is limited in effect to a reservation of a security interest.

Scope of Article 9 (Secured Transactions): Article 9 applies to any transaction intended to create a security interest in personal property or fixtures (including goods, documents, instruments, accounts, contract rights, chattel paper, general intangibles) and to any sale of accounts, contract rights, or chattel paper. It broadly covers various forms of security agreements.