INSTRUCTIONS: IF WE HAVE TIME DURING THE LIVE SESSION, YOU WILL DISCUSS THIS EXERCISE WITH YOUR TEAM MEMBERS DURING A BREAKOUT SESSION. IF WE RUN OUT OF TIME, I WILL POST THE ANSWERS AFTER OUR LIVE SESSION AT THE BOTTOM OF THE EXERCISE

Take a look at the this Sample K and then answer the following questions:

1. FIRST THINGS FIRST – WHO IS BUYER AND WHO IS SELLER?

2. IS THIS K SUBJECT TO THE UCC – WHY?

3. IS THIS K ENFORCEABLE UNDER THE STATUTE OF FRAUDS? WHY OR WHY NOT?

4. IS THIS CONTRACT DEFINITE ENOUGH, OR WOULD IT FAIL FOR INDEFINITENESS?

5. MAY PAROL EVIDENCE BE USED TO PROVIDE DIFFERENT TERMS TO THIS AGREEMENT?

6. IS THERE A CLAUSE IN THE K THAT ADDRESSES THAT ISSUE?

7. WHAT CAN BE USED TO SUPPLEMENT THE TERMS OF THIS AGREEMENT?

8. WHAT KIND OF K DOES ¶ 1 REMIND YOU OF?

9. WHAT TYPE OF CONTRACT DO ¶¶ 3 & 4 TELL YOU THIS IS?

10. GIVEN THE ABOVE, WHAT IS STANDARD FOR BUYER TO BE ABLE TO REJECT NON-CONFORMING GOODS?

11. WHEN ARE THE PRODUCTS TO BE DELIVERED? IS THE K DEFINITE ENOUGH ON THIS POINT?

12. WHAT ARE THE DELIVERY/SHIPPING TERMS?

13. WHEN DOES TITLE PASS TO BUYER UNDER THESE TERMS?

14. WHEN DOES ROL PASS TO BUYER UNDER THESE TERMS?

15. CAN SELLER CURE IF SELLER BREACHES BY SENDING NONCONFORMING GOODS?

16. WHAT IF BUYER BREACHES? DOES SELLER NEED TO MITIGATE?

17. WHAT IF SELLER BREACHES AND BUYER LOSES SALES AS A RESULT. MAY BUYER RECOVER DAMAGES BASED ON LOST SALES?

18. WHAT DOES THE CHOICE OF LAW CLAUSE PROVIDE, I.E., WHAT’S THE GOVERNING LAW?

19. IN THE EVENT OF A BREACH, WHERE MAY THE NON-BREACHING PARTY BRING SUIT? WHICH STATE? IN WHICH COURT

Breaking Down an Article 2 K Explanation