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Additional Interpretive Devices

Learn about Article 2’s special rules permitting courts to disregard contractual terms that would produce unjust results as well as the three most important factors in interpreting any contract for the sale of goods, apart from the express language.

Transcript

In addition to the numerous gap-filler provisions discussed in other lessons, Article 2 provides several other devices to aid in interpreting, supplementing, and enforcing contractual provisions. 

I. Course of Performance, Course of Dealing, and Trade Usage

Apart from the agreement’s express language, the most important factors in interpreting any contract for the sale of goods are course of performance, course of dealing, and usage of trade.

Imagine a caterer contracted with a baker to...

Lessons

1. Welcome to Sales
  • Welcome to Sales
2. Introduction to UCC Article 2
  • Scope of Article 2: Transactions in Goods
  • Distinguishing Goods and Services Contracts
  • Key Terms in Article 2
3. Contract Formation and Modification
  • Contract Formation and Modification
  • Battle of the Forms
  • The Statute of Frauds
  • The Parol Evidence Rule
4. Contract Interpretation
  • Article 2 Gap-Fillers
  • Risk of Loss
  • Additional Interpretive Devices
5. Performance
  • The Perfect-Tender Rule and the Right to Cure
  • Inspection and Acceptance
  • Rejection and Revocation
6. Breach, Repudiation, and Excuse
  • Anticipatory Repudiation
  • Adequate Assurance
  • Impracticability of Performance
7. UCC Article 2 Warranties
  • Express Warranties
  • Implied Warranty of Merchantability
  • Implied Warranty of Fitness
  • Excluding and Modifying Warranties
8. Remedies
  • Seller's Remedies
  • Seller's Alternative Remedies
  • Buyer's Remedies for Nondelivery
  • Buyer's Remedies for Accepted Goods
  • Buyer's Incidental and Consequential Damages