Bul3310 Exam 3 FSU (13,14,18,19)
Study Guide Questions All Answered
Correct 2025-2026 Updated.
The Uniform Commercial Code (UCC) is published by ...... - Answer published by the
- Uniform Law Commission (aka National Conference of Commissioners of Uniform State Laws -
NCCUSL)
- and the American Law Institute - private organizations
The Uniform Commercial Code (UCC) - Answer It serves as a model code (model statute) and
is not required to be adopted. However, all 50states have now adopt it.
- Florida has adopted it ( chapter 671)
- Voluntarily adopted
There are amendments from 2022 which include a 12th Chapter in the UCC (Emerging
technologies), Has Florida adopted it ? - Answer Florida has not yet adopted
I. Purpose of Article 2 - Answer • To promote commercial efficiency and the completion of
business transactions;
• By providing simple & standardized procedures = Default rules (fill in the gaps)
II. Coverage & Definitions
Common- Law only applies to _______________ - Answer - Only applies to the sale of goods
- (Common-law applies to services)
- Applies to all sales of goods, regardless of transaction amount or type or whether the seller is
a merchant or not
A. Goods is ..... - Answer property that is
- Tangible (that is, has a physical existence such as a laptop computer)
- Movable from place to place
,B. Predominant purpose test - Answer -used to determine when mixed contract of goods &
services.
- what is the predominant purpose of the contract?
Ex; A restaurant pays $30,000 for a new walk-in freezer, including installation. Since the freezer
itself is the primary purpose of the contract, and goods (tangible, moveable items) fall under
UCC Article 2, a court would likely apply the UCC rather than common law, even though
installation is included. However, if installation required specialized construction work and made
up most of the cost, common law might apply instead.
- Case 13.1: ProCD v. Zeidenberg ("shrinkwrap license")
- Case Summary 13.1: Advent Systems Ltd. v. Unisys Corp. (computer database)11
C. Merchant - Answer - Anyone regularly engaged in the sale of goods
- Anyone who employee a merchant.
The UCC imposes additional rules that apply to merchant sellers (such as warranties)
- Merchant Sellers: Businesses or individuals selling goods regularly are held to higher standards
under the UCC.
Warranties:
- Merchantability: Goods must be of average quality and fit for ordinary use.Fitness for
Particular Purpose: Goods must be suitable for a specific purpose if the seller knows the buyer's
need.
- Good Faith: Merchant sellers must act honestly and fairly in transactions.
D. Additional protections for consumers. - Answer - Less rigid than common law
- relaxes "mirror image" rule.
- Makes it easier to form a contract
- Provides additional warranties for consumers where none exist at common law. (Ex.
merchantability, fitness for duty)
, default rule is ... - Answer a rule of law designed to fill "gaps" inbusiness contracts, that is,
unexpected or unforeseensituations that might occur after a deal is made.•
- Can be modified by agreement of the parties.
Gaps in contracts - Answer Gaps: risks or circumstances that aren't specifically addressed in a
contract
.Default Rules: applied by courts to fill gaps.
Writing something into a contract versus leaving a gap.
Article 2 of the UCC ..... - Answer applies only to agreements for the sale (or lease) of goods.
Common law applies to all other contracts - Answer - Involving provision of services.
- Agreements not covered by UCC
Article 2 ..... - Answer - preempts common law when dealing with the sale of goods.
- But, if theUCC is silent on a particular provision, the common law applies.
UCC - Answer (for goods)
Ex; You hire a company to sell you 100 chairs. The main purpose of the contract is the sale of
goods (the chairs). Even if the company provides delivery and assembly services, the contract is
primarily for the sale of goods, so it would fall under the UCC.
common law - Answer (for services)
Ex; You hire a graphic designer to create a logo for your business. The main purpose of the
contract is the service (designing the logo), so it would fall under common law.
Case 13.1: ProCD v. Zeidenberg - Answer ("shrinkwrap license")
- Case Summary: ProCD sold software with a shrinkwrap license, stating that by opening the
package, the user agreed to the terms inside. Zeidenberg purchased the software, violated the
Study Guide Questions All Answered
Correct 2025-2026 Updated.
The Uniform Commercial Code (UCC) is published by ...... - Answer published by the
- Uniform Law Commission (aka National Conference of Commissioners of Uniform State Laws -
NCCUSL)
- and the American Law Institute - private organizations
The Uniform Commercial Code (UCC) - Answer It serves as a model code (model statute) and
is not required to be adopted. However, all 50states have now adopt it.
- Florida has adopted it ( chapter 671)
- Voluntarily adopted
There are amendments from 2022 which include a 12th Chapter in the UCC (Emerging
technologies), Has Florida adopted it ? - Answer Florida has not yet adopted
I. Purpose of Article 2 - Answer • To promote commercial efficiency and the completion of
business transactions;
• By providing simple & standardized procedures = Default rules (fill in the gaps)
II. Coverage & Definitions
Common- Law only applies to _______________ - Answer - Only applies to the sale of goods
- (Common-law applies to services)
- Applies to all sales of goods, regardless of transaction amount or type or whether the seller is
a merchant or not
A. Goods is ..... - Answer property that is
- Tangible (that is, has a physical existence such as a laptop computer)
- Movable from place to place
,B. Predominant purpose test - Answer -used to determine when mixed contract of goods &
services.
- what is the predominant purpose of the contract?
Ex; A restaurant pays $30,000 for a new walk-in freezer, including installation. Since the freezer
itself is the primary purpose of the contract, and goods (tangible, moveable items) fall under
UCC Article 2, a court would likely apply the UCC rather than common law, even though
installation is included. However, if installation required specialized construction work and made
up most of the cost, common law might apply instead.
- Case 13.1: ProCD v. Zeidenberg ("shrinkwrap license")
- Case Summary 13.1: Advent Systems Ltd. v. Unisys Corp. (computer database)11
C. Merchant - Answer - Anyone regularly engaged in the sale of goods
- Anyone who employee a merchant.
The UCC imposes additional rules that apply to merchant sellers (such as warranties)
- Merchant Sellers: Businesses or individuals selling goods regularly are held to higher standards
under the UCC.
Warranties:
- Merchantability: Goods must be of average quality and fit for ordinary use.Fitness for
Particular Purpose: Goods must be suitable for a specific purpose if the seller knows the buyer's
need.
- Good Faith: Merchant sellers must act honestly and fairly in transactions.
D. Additional protections for consumers. - Answer - Less rigid than common law
- relaxes "mirror image" rule.
- Makes it easier to form a contract
- Provides additional warranties for consumers where none exist at common law. (Ex.
merchantability, fitness for duty)
, default rule is ... - Answer a rule of law designed to fill "gaps" inbusiness contracts, that is,
unexpected or unforeseensituations that might occur after a deal is made.•
- Can be modified by agreement of the parties.
Gaps in contracts - Answer Gaps: risks or circumstances that aren't specifically addressed in a
contract
.Default Rules: applied by courts to fill gaps.
Writing something into a contract versus leaving a gap.
Article 2 of the UCC ..... - Answer applies only to agreements for the sale (or lease) of goods.
Common law applies to all other contracts - Answer - Involving provision of services.
- Agreements not covered by UCC
Article 2 ..... - Answer - preempts common law when dealing with the sale of goods.
- But, if theUCC is silent on a particular provision, the common law applies.
UCC - Answer (for goods)
Ex; You hire a company to sell you 100 chairs. The main purpose of the contract is the sale of
goods (the chairs). Even if the company provides delivery and assembly services, the contract is
primarily for the sale of goods, so it would fall under the UCC.
common law - Answer (for services)
Ex; You hire a graphic designer to create a logo for your business. The main purpose of the
contract is the service (designing the logo), so it would fall under common law.
Case 13.1: ProCD v. Zeidenberg - Answer ("shrinkwrap license")
- Case Summary: ProCD sold software with a shrinkwrap license, stating that by opening the
package, the user agreed to the terms inside. Zeidenberg purchased the software, violated the
