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Article 2 Gap-Fillers

Learn about the rules that apply if the contract does not supply a price, quantity, delivery, or payment term.

Transcript

Under Article 2, agreements can be enforceable even if important terms are missing or were never discussed. Indeed, if the contract doesn’t address the relevant term, Article 2’s gap-filler provisions step in to supply the missing term.

In this lesson, we’ll discuss some of the most prominent and important gap-fillers.

I. Price Term

Imagine a winery entered into an agreement with a merchant, under which the merchant agreed to purchase from the winery as much wine as the merchant needed every...

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