I. Contract Interpretation
A. Parol Evidence Rule -- Prior Agreements
RULES
1.   An integration is the final written expression of an agreement. §209(1). An integration is complete if it is intended to be the exclusive statement of the agreement. §210 (1). Otherwise, it is incomplete. §210(2).
2.   A complete integration discharges any terms of a prior agreement that are within its scope. §213(2).
3.   A partial integration discharges any terms of a prior agreement that are inconsistent. §§213(1), 216(1).
4.   Some jurisdictions determine whether an integration is complete by looking only within the four corners of the writing; others consider all circumstances of its creation.
5.   A court may reform a written contract based on mutual mistake or fraud as to its content. §155.
PATTERN OF ARGUMENTATION
P's claim:   D made a promise, and did not keep it.
D's defense:   The alleged promise was discharged under the parol evidence rule because it was not included in our subsequent written agreement.
P's 1st Reply:   The promise was not discharged because it is outside the scope of the written agreement. Gianni v. R. Russell
P's 2d Reply:   The promise was not discharged because the written agreement was only a partial integration and the promise is not inconsistent. Masterson v. Sine
P's 3d Reply:   The written agreement should be reformed to include the promise because we both mistakenly thought the promise was included or because D fraudently misled me to think it was included. Bollinger v. Central Penn Quarry
B. Parol Evidence Rule -- Meaning of Terms
RULES
1.   Courts in some jurisdictions will not consider extrinsic evidence (other than evidence of trade usage) about the meaning of terms in a written agreement if the terms appear to have a plain meaning. Other courts will consider extrinsic evidence of the meaning of terms. §214(c).
2.   When evidence shows that two parties attached different meanings to a term, if one party knew or should have known the meaning attached by the other party, the meaning attached by other party prevails. §201(2)
3.   If neither party's meaning of a term prevails under the previous rule, the term cannot be enforced. §201(3).
PATTERN OF ARGUMENTATION
(Round 1)
P's Claim:   D promised to do X, which means Y, and did not do it.
D's Defense:   X means Z, and I did Z. Pacific Gas, Raffles, Oswald, Frigaliment, Hurst.
(Round 2)
P or D:   The court should conclude the X has my meaning based on the following extrinsic evidence: [description of evidence].
P or D:   The court should not consider the other party's proffered extrinsic evidence (other than usage of trade evidence) because X has a plain meaning.
(Round 3)
P or D:   My meaning of X should prevail because the other party knew or should have known what I thought X meant.
D:   If my meaning does not prevail, then the term has no meaning and cannot be enforced because I did not know and should not have know what P thought X meant.
C. Filling Gaps with Implied Terms
RULES
1.   Contracts may include not only their express terms, but also terms implied in law or implied in fact.
2.   Terms implied in fact are based on the particular circumstances of the contract at issue; terms implied in law are based on policy considerations.
3.   Some terms implied in law, like the duty of good faith, are mandatory and cannot be waived or altered. § 205. Other terms implied in law, like the general assignability of contract rights, are merely default rules, which the parties may change.§ 317(2)(c).
PATTERNS OF ARGUMENTATION
(Implied Promise)
P's Claim:   D made an implied promise and did not keep it.
D's Defense:   I did not make the implied promise. Dickey v. Philadelphia Minit-Man.
(Implied Condition)
P's Claim:   D made a promise and did not keep it.
D's Defense:   My performance was excused by the non-occurrence of an implied condition.
P's Response:   The implied condition does not exist or, in the alternative, was satisified.


II. Performance and Breach
A. Express Conditions
RULES
1.   The non-occurrence of an express condition excuses a performance subject to the condition, regardless whether it has material effect on the performance.
2.   A party may condition performance on a subjective event (like satisfaction with the other party's performance). But when practicable, courts will interpret a conditon of satisfaction to mean satisfaction of a reasonable person. §228.
PATTERN OF ARGUMENTATION
P's Claim:   D made a promise, and did not keep it.
D's Defense:   My performance of the promise was excused by the non-occurrence of an express condition. Luttinger v. Rosen, Gibson v. Cranage.
B. Constructive Condition of Prior Performance
RULES
1.   Prior performance by one party may be a constructive condition to the other party's performance. §237.
2.   Substantial performance (i.e., performance without a material breach) will satisfy this constructive condition.
3.   Courts determine whether a material breach has occurred by considering a variety of circumstances. §241. In general, courts are hesitant to find a material breach.
PATTERN OF ARGUMENTATION
P's Claim:   D made a promise, and did not keep it.
D's Defense:   My performance was excused because P's prior performance was a constructive condition to my performance, and P did not perform as promised.
P's 1st Reply:   There was no constructive condition of prior performance; our performances were meant to be independent of each other. Kingston v. Preston; Hanks v. GAB.
P's 2d Reply:   Even though I did not perform exactly as promised, I substantially performed, and therefore satisfied the constructive condition. Jacob & Youngs v. Kent; Walker & Co. v. Harrison, Plante v. Jacobs.
C. Restitution Despite a Material Breach
RULES
1.   In some jurisdictions, a party to a contract may recover in restitution from the other party despite having committed a material breach. §374(1).
2.   The measure of recovery is the benefit conferred in excess of any loss caused. §374(1).
PATTERN OF ARGUMENTATION
P's Claim:   I conferred a benefit on D in attempting to perform a promise, and although I breached, D would be unjustly enriched if he did not pay for the benefit. Britton v. Turner.
D. Divisibility of Performances
RULES
1.   When practicable, a court may divide a single contract into two or more separate contracts. §240.
2.   Even if a plaintiff materially breached the undivided contract, the defendant's performances are not excused in any of the separate contracts which the plaintiff has substantially performed.
PATTERN OF ARGUMENTATION
P's Claim:   D made a promise, and did not keep it.
D's Defense:   My performance was excused because P's prior performance was a constructive condition to my performance, and P commited a material breach.
P's Reply:   Although I committed a material breach, I substantially performed one or more divisible parts of the contract. D's performance is not excused for these parts. Kirkland v. Archbold.
E. Impracticability and Frustration of Purpose
RULES
1.   A party's performance may be excused by the occurrence of an event that renders the performance impracticable, if both parties assumed that the event would not occur. §261.
2.   A party's performance may be excused by the occurrence of an event that frustrates the party's principal purpose, if both parties assumed that the event would not occur. §265.
PATTERN OF ARGUMENTATION
P's Claim:   D made a promise, and did not keep it.
P's 1st Defense:   My performance was excused because an event occurred that rendered my performance impracticable, and we both assumed that the event would not occur. Taylor v. Caldwell.
P's 2d Defense:   My performance was excused because an event occurred that frustrated my principal purpose, and we both assumed that the event would not occur. Krell v. Henry.


III. Who May Enforce A Contract
A. Intended Third Party Beneficiaries
RULES
1.   An intended third party beneficiary of a promise may enforce the promise. §304.
2.   A person is an intended third party beneficiary of a promise if the promisee intended to give the person the benefit of the promise and a right to enforce would effectuate the parties' intention. § 302.
PATTERN OF ARGUMENTATION
P's Claim:   D made a promise and did not keep it.
D's Defense:   P is not a person entitled to enforce.
P'sReply:   I am an intended third party beneficiary. Bain v. Gillispie, Seaver v. Ransom.
B. Assignees
RULES
1.   An assignee of contract rights may enforce those rights.
2.   A party may assign rights under a contract, unless (1) the assignment would increase the burden on the promisor; (2) the assignment is forbidden by statute; or (3) the assignment is precluded by contract. §317(2).
3.   To assign a right under a contract, a party must manifest an intention to surrender the right permanently to another person.
PATTERN OF ARGUMENTATION
P's Claim:   D made a promise and did not keep it.
D's Defense:   P is not a person entitled to enforce.
P's Reply:   The promisee assigned his or her rights to me. Shiro v. Drew, Herzog v. Irace.


IV. Scope of Article 2
RULES
1.   Provisions of article 2 apply to "contracts for the sale of goods," supplementing or replacing the common law rules that apply to other kinds of contracts. See, e.g., §§ 2-201(1), 2-314(1). See also § 2-102.
2.   The term "goods" includes:
   
--   things movable at identification   § 2-105(1)
--   unborn young of animals   § 2-105(1)
--   growing crops   § 2-105(1)
--   minerals severed/seller   § 2-107(1)
--   structures severed/seller   § 2-107(1)
--   other things severable w/out harm   § 2-107(2)
--   timber to be cut   § 2-107(2)
--   future goods   § 2-105(2)
3.   The term "goods" does not include anything not covered by the preceding definition (e.g., real estate or services), and three items expressly excluded from the definition (i.e., money in which the price is to be paid, securities, things in action). § 2-105(1).
4.   A "sale" of goods is a transaction in which title to the goods passes from the seller to the buyer for a price. § 2-106(1). This definition excludes transactions like leases, gifts, and bailments.
5.   The term "contract for sale" includes both a contract to sell in the future and a present sale, even though a present sale may not involve any promises. § 2-106(1).
6.   A "hybrid" contract is a contract for sale of both goods and non-goods. Most courts will apply article 2 provisions to a hybrid contract if the sale of goods is the predominant purpose of the contract. Coakley & Wms. v. Shatterproof Glass. Some courts will apply article 2 provisions to a hybrid contract if the gravaman of the complaint concerns the sale of goods. Anthony Pools v. Sheehan.
7.   Most courts will apply article 2 provisions to a transaction that is not a contract for the sale of goods but is analogous. Barco Auto Leasing v. PSI Cosmetics; Zapatha v. Dairy Mart. Some courts take an inclusive approach to article 2 based on policy considerations. Advent Systems v. Unisys.
PATTERN OF ARGUMENTATION
Parties may argue about whether article 2 provisions govern a contract because the issue may determine the availability of claims, defenses, exceptions to defenses, and remedies.
Example 1: Availability of a Claim
P's Claim:   D breached the implied warranty of merchantability in § 2-314(1).
D's Defense:   Section 2-314(1) does not apply (and therefore no implied warranty of merchantability was made) because this is not a contract for the sale of goods. Coakley & Wms. v. Shatterproof Glass.
Example 2: Availability of a Defense
P's Claim:   D made a promise and did not keep it.
D's Defense:   The promise is not enforceable because the requirements of the statute of frauds in § 2-201(1) were not satisfied.
P'sReply:   Section 2-201(1) does not apply because this is not a contract for the sale of goods. Advent Systems v. Unisys.
Example 3: Availability of an Exception to a Defense
P's Claim:   D promised to keep an offer open and broke the promise.
D's Defense:   The promise is not enforceable because P gave no consideration in exchange.
P'sReply:   No consideration is needed because of the exception for firm offers in § 2-205.
D's Response:   Section 2-205 does not apply because this is not a contract for the sale of goods.


V. Article 2 Basic Concepts
A. Merchant Rules
RULES
1.   Article 2 applies to both merchants and non-merchants, but it contains some provisions applicable only to merchants. For example, the statute of frauds in § 2-201(1) applies to everyone, but the confirmation exception in § 2-201(2) applies only to contracts between two merchants.
2.   A party can be a merchant by:
   
a.   dealing in goods of the kind involved in the transaction;
b.   having knowledge or skill as to the goods involved in the transaction, for the purpose of "goods" provisions like § 2-314 on the implied warranty of merchantability;
c.   having knowledge or skill as to the practices involved in the transaction, for the purpose of "practices" provisions like § 2-201(2) or § 2-205 on firm offers; or
d.   hiring an agent who has the knowledge or skill to qualify as a merchant. § 2-104 & cmt. 2.
3.   A person can be a merchant for the purpose of some U.C.C. provisions or some transactions but not others.
PATTERN OF ARGUMENTATION
P's Claim:   D breached a promise to buy or sell goods.
D's Defense:   My promise is not enforceable because the statute of frauds is not satisfied. § 2-201(1)
P's Reply:   The statute of frauds is satisfied because D failed to respond to my confirmation within 10 days. § 2-201(2).
D's Response:   The confirmation exception does not apply because I am not a merchant. § 2-104(1); Loeb & Co. v. Schreiner.
B. Unconscionability
RULES
1.   A court may refuse to enforce a contract or a term of a contract that it finds unconscionable. § 2-302(1).
2.   Courts monitor contracts for "oppression" (substantive unconscionability), perhaps produced by remedy meddling or excessive prices, and for "unfair surprise" (procedural unconscionability), perhaps resulting from hidden contracts terms or contracts offering no meaningful choice. § 2-302 cmt. 1.
3.   Courts rarely invalidate contract provisions as unconscionable, especially in contracts between merchants.
PATTERN OF ARGUMENTATION
P's claim:   D breached the implied warranty of merchantability. § 2-314(1).
D's defense:   The implied warranty of merchantability was disclaimed. § 2-316(2).
R's reply:   The attempted disclaimer is unconscionable and therefore not enforceable. § 2-302(1); Barco Auto Leasing v. PSI Cosmetics.
C. Good Faith
RULES
1.   Some U.C.C. provisions expressly require good faith. For example, the buyer under a requirements contract must specify the quantity of goods required in good faith. § 2-306(1).
2.   All U.C.C. contracts also contain an implied duty of good faith in their performance and enforcement, though not in their formation. § 1-203.
3.   The general definition of good faith requires only honesty in fact. § 1-201(19).
4.   The merchant definition of good faith requires honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade. § 2-103(1)(b). The existence of commercial standards of fair dealing in the trade must be proved.
PATTERN OF ARGUMENTATION
P's claim:   D breached the implied duty of good faith when D did X. § 1-203.
D's defense:   There was no dishonesty and (if D is a merchant) P has not shown that standards of fair dealing in the trade prohibit X. Zapatha v. Dairy Mart
D. Supplemental General Principles
RULES
Unless displaced by particular provisions of the U.C.C., otherwise applicable principles of law and equity supplement the U.C.C.'s provisions.
PATTERN OF ARGUMENTATION
(Supplemental Claims Example)
P's claim:   In performing our contract for the sale of goods, D's conduct gave me a claim under a state statute applicable as a supplemental general principle of law. Zapatha v. Dairy Mart
(Supplemental Defenses Example)
P's claim:   D promised to buy or sell goods and did not do it.
D's defense:   The promise is not enforceable because it was induced by a statement constituting a misrepresentation under common law rules applicable as supplemental general principles.


VI. Article 2 Offer and Acceptance
A. Miscellaneous Rules
firm offers   § 2-205
form of acceptance   § 2-206(1)(a)
notice of acceptance   § 2-206(2)
characterization of orders   § 2-206(1)(b)
conduct showing agreement   § 2-204(1)
definitenesss   § 2-204(3)
PATTERNS OF ARGUMENTATION
1. No offer
P's claim:   Breach of contract.
D's defense:   There was no offer.
P's 1st reply:   An order for goods may be characterized as an offer under § 2-206(1)(b).
P's 2d reply:   No distinct offer is necessary if the conduct of the parties shows the existence of a contract. § 2-204(1).
2. Offer Revoked Before Acceptance
P's claim:   Breach of contract.
D's defense:   The offer was revoked before acceptance.
P's reply:   P promised to keep the offer open.
D's response:   There was no consideration for the promise to keep the offer open.
P's reply:   No consideration is needed under § 2-205.
3. No Acceptance
P's claim:   Breach of contract.
D's defense:   There was no proper acceptance.
P's 1st reply   The attempted acceptance was made in manner and medium reasonable under the circumstances. § 2-206(1)(a).
P's 2d reply:   The acceptance was made by a promise to ship or a prompt or current shipment of conforming or nonconforming goods. § 2-206(1)(b).
P's 3d reply:   No distinct acceptance is necessary if the conduct of the parties shows the existence of a contract. § 2-204(1).
4. No Notice of Acceptance
P's claim:   Breach of contract.
D's defense:   There is no contract because you did not provide notice of your acceptance of my offer before it lapsed. Notice was required because you attempted to accept by beginning performance. § 2-206(2).
5. Agreement Too Indefinite to Enforce
P's claim:   Breach of contract.
D's defense:   The agreement is too indefinite to enforce because the obligations of the parties are unclear.
P's reply:   The contract is sufficiently definite because the facts show the parties intended to make a contract and there is a reasonably certain bais for giving an appropriate remedy, in particular _____. § 2-204(3).
B. The Battle of the Forms
1.   Is there a contract?
RULES
  a.   mirror image rule   Rest. § 59
  b.   exception to mirror image rule   § 2-207(1)'s 1st clause
  c.   proviso   § 2-207(1)'s 2d clause
  d.   contract by conduct   § 2-207(3)
PATTERN OF ARGUMENTATION
P's claim:   Breach of contract.
D's defense:   No contract was formed because the purported acceptance was not a mirror image of the offer. Rest. § 59.
P's 1st reply:   A contract may be formed even if the acceptance contains additional or different terms under the exception in § 2-207(1)'s 1st clause.
D's Response:   The exception does not apply because the acceptance in this case expressly required the offeror assent to the different or additional terms. § 2-207(1)'s 2d clause.
P's 2d reply   A contract was formed by our conduct even if the forms do not create a contract. § 2-207(2)
2.   What are the terms of the contract formed by the exception to the mirror image rule?
RULES
  a.   additional terms    
      -- general rule   § 2-207(2)'s 1st sentence
      -- merchant rule   § 2-207(2)'s 2d sentence
  b.   different terms    
      -- same as additional   § 2-207 cmt. 3
      -- offer controls   Prof. Summers
      -- "knock out"   § 2-207 cmt. 6; Prof. White
  c.   "gap fillers"   E.g., § 2-309(1)
PATTERN OF ARGUMENTATION
P's claim:   D broke a promise to do X.
D's defense:   I did not promise to do X in my offer.
P's 1st reply:   The term X was included in my acceptance and became part of the contract under the merchant rule in § 2-207(2)'s second sentence.
D's Response   The merchant rule in § 2-207(2)'s second sentence does not apply because its elements are not satisfied. At most the term is a proposal for modifying the contract, which I did not accept. § 2-207(2)'s 1st sentence.
P's 2d Reply   The term X is part of the contract as a gap filler supplied by the UCC either because our agreement does not address the issue or because the offer and acceptance have different terms on the issues and a court should apply the "knock-out" approach. Daitom v. Pennwalt.
D's Response   The court should not apply the knock-out approach.
3.   What are the terms of a contract formed by conduct?
RULES
  a.   terms on which writings agree   § 2-207(3)'s 2d sentence
  b.   "gap fillers"   E.g., § 2-309(1)
PATTERN OF ARGUMENTATION
P's claim:   D broke a promise to do X.
D's defense:   Our contract was formed by conduct and X is not a term on which the writings agree.
P's 1st reply:   The term X becomes part of the contract as a "gap filler" supplied by the U.C.C. 2-207(2). § 2-207(3)'s 2d sentence; Daitom v. Pennwalt (argument).


VII. Art. 2 Seller's Remedies
RULES
  repudiation or failure to pay buyer's insolvency insecurity
withold/suspend delivery 2-610(c), 2-703(a) cf. 2-609(1) 2-609(1)
cancel 2-610(b), 2-703(f)    
await payment/ retraction of repudiation 2-610(a), 2-611(1)    
reclaim goods   2-702(2)&(3),
2-403		  
recover damages
--price
--resale difference
--market difference
--lost profit
2-610(b), 2-703(d)&(e)
  2-709(1)(a)&(b)
  2-706(1)
  2-708(1)
  2-708(2)
   
deliver only for cash   2-702(1)  
stop delivery 2-703(b), 2-705(1) 2-702(1),
2-705(1)		  
PATTERN OF ARGUMENTATION
(Seller's Defenses Based on Remedy Provisions)
B's claim:   S promised to transfer and deliver goods and did not do it.
S's 1st defense:   I had a right to suspend my performance because B gave me reasonable grounds for feeling insecure (and I demanded that B provide me with adequate assurance of performance). § 2-609(1).
S's 2d defense:   I had a right to cancel the whole contract because B repudiated the whole contract or breached the whole by failing to pay when payment was due. §§ 2-703(f), 2-612(3); Plotnick v. Penn. Smelting.
S's 3d defense:   I had a right to cancel with respect to one installment because B repudiated the obligation to pay for it or failed to pay for it when payment was due. § 2-703(f).
S's 4th defense:   I had a right to refuse to deliver except for cash because I discovered B's insolvency. § 2-702(1).
S's 5th defense:   I had a right to stop delivery because B repudiated or failed to pay or because I discovered B's insolvency. §§ 2-702(1), 2-703(b), 2-705(1).
(Seller's Request for the Contract Price)
S's claim:   B promised to accept and pay for goods and did not do it.
S's damage
request:		   B should have to pay the contract price for the goods. § 2-709(1).
B's reply:   S is not entitled to the contract price because I did not accept the goods and the goods could be resold for a reasonable price after reasonable efforts.
(Seller's Request for the Resale Damages)
S's claim:   B promised to accept and pay for goods and did not do it.
S's damage
request:		   B should have to pay the difference between the contract price and the resale price, plus incidental damages less expenses saved. § 2-706.
B's reply:   S cannot recover the resale price difference because S did not resell the goods in good faith and in a reasonable manner. Afram Export v. Metallurgiki.
(Seller's Request for the Market Damages)
S's claim:   B promised to accept and pay for goods and did not do it.
S's damage
request		   B should have to pay the difference in the market price and the contract price, plus incidental damages less expenses saved. § 2-708(1).
B's reply:   S cannot recover market damages because S resold the goods at a price above the market price. But see § 2-703 cmt. 1. Cf. Trans World v. Southwire.
(Seller's Request for Lost Profit)
S's claim:   B promised to accept and pay for goods and did not do it.
S's damage
request:		   B should have to pay my lost profit as measured by § 2-708(2).
B's reply:   S cannot recover lost profit because S is not a lost volume seller. In other words, S could not have made another sale if it had delivered the goods to me. R.E. Davis Chemical v. Diasonics.
(Seller's Request to Reclaim Goods)
S's claim:   I have a right to recover goods from D because the goods were delivered before I discovered the buyer's insolvency. § 2-702(2).
D's 1st defense:   S did not assert a claim for the goods within 10 days after their receipt and the buyer did not fraudulently misrepresent solvency in writing within 3 months before delivery. § 2-702(2).
D's 2d defense:   I purchased the goods from the buyer in the ordinary course or in good faith, and thus acquired good title. § 2-702(3), 2-403(1).


VIII. Art. 2 Buyer's Remedies
A. Repudiation, Failure to Deliver, Insolvency & Insecurity
RULES
  repudiation or failure to deliver seller's insolvency insecurity
withhold/suspend payment 2-610(c); cf. 2-711 cf. 2-609(1) 2-609(1)
cancel 2-610(b), 2-711(1)    
await delivery/ retraction of repudiation 2-610(a), 2-611(1)    
recover payments 2-711(1), 2-718(2)-(3)    
recover damages
--cover difference
--market difference
2-610(b), 2-711(1)
  2-712(1) & (2)
  2-713(1)&(2)
   
force delivery
--specific performance
-- replevin
--insolvency recovery
2-610(b), 2-711(2)
  2-716(1) & (2)
  2-716(3), 2-501(1)
2-502(1)  
PATTERN OF ARGUMENTATION
(Buyer's Defenses Based on Remedy Provisions)
S's claim:   B promised to accept and pay for goods and did not do it.
B's 1st defense:   I had a right to suspend my payment because S gave me reasonable grounds for feeling insecure (and I demanded that S provide me with adequate assurance of performance). § 2-609(1).
B's 2d defense:   I had a right to cancel the whole contract because S repudiated the whole contract or breached the whole by failing to deliver when payment was due. §§ 2-610(b), 2-711(1)
B's 3d defense:   I had a right to cancel with respect to one installment because S repudiated the obligation to deliver the installment or failed to deliver it when payment was due. §§ 2-610(b), 2-711(1).
(Buyer's Request for the Price Paid and Market Damages)
B's claim:   S promised to transfer and deliver the goods and did not do it.
B's damage
request:		   S should have to pay damages equal to the price already paid and the difference between the market price and the contract price, plus incidental and consequential damages but less expenses saved. §§ 2-711(1)(b), 2-713(1).
S's reply:   B is not entitled to the market price difference because B covered. § 2-713 cmt. 5.
(Buyer's Request for the Price Paid and Cover Damages)
B's claim:   S promised to transfer and deliver the goods and did not do it.
B's damage
request:		   S should have to pay damages equal to the price already paid and the difference between the cover price and the contract price, plus incidental and consequential damages but less expenses saved. §§ 2-711(1)(a), 2-712(2).
S's reply:   B is not entitled to the cover price difference because B did not make in good faith, and without unreasonable delay, a reasonable purchase in substitution from those due from me. §§ 2-711(2).
(Buyer's Attempt to Force Delivery)
B's claim:   S promised to transfer and deliver the goods and did not do it.
B's 1st
request:		   I am entitled to replevin because the goods have been identified and I am unable to cover. § 2-716(3).
B's 2d
request:		   I am entitled to recover the goods identified because the seller became insolvent within 10 days after receipt of the first installment for their price. § 2-502(1).
B's 3d
request:		   The court should award specific performance because the goods are unique or there are other proper circumstances. § 2-716(1); LaClede Gas v. Amoco Oil Co.
S's reply:   The court has discretion to deny specific performance for equitable reasons.
§ 2-716 cmt. 1.
(Buyer's Request for Restitution)
B's claim:   Although I breached the contract (by repudiating or by failing to pay the full price when due), I am entitled to restitution of the payments made to the seller, minus $500 or 20% whichever is less. § 2-718(2); R.E. Davis Chemical v. Diasonics
S's counterclaim:   B failed to pay and accept the goods and is liable for damages. §§ 2-718(3); 2-703
B. Non-Conforming Delivery
RULES
Buyer's option to accept or reject   § 2-601
Acceptance of non-conforming goods    
-- duty to pay   § 2-607(1)
-- right to damages   § 2-714(1)
Rejection of non-conforming goods    
-- right to recover price and damages   § 2-711(1)
-- duty to hold goods (if buyer has not paid)   § 2-602(2)
-- right to sell goods (if buyer has paid)   § 2-711(3)
PATTERN OF ARGUMENTATION
B's claim:   S delivered non-conforming goods.
B's 1st remedy
request:		   Having accepted and paid for the goods, I am entitled damages measured in any reasonable manner. § 2-714(3); 2-703
B's 2d remedy request:   Having rejected the goods, I am entitled to recover the price and damages.§ 2-711(1); cf. Fertico v. Phosphate Chemicals.


IX. Art. 2 Receipt, Inspection, and Warranties
A. Receipt and Inspection
RULES
Buyer
duty to pay   § 2-301
-- if goods tendered   § 2-507(1)
-- after inspection   § 2-513(1), (2)
right to reject   § 2-601(a)
-- perfect tender required    
-- good faith   § 1-203
methods of acceptance   § 2-606(1)
right to revoke acceptance   § 2-608(1) & (3)
Seller
duty to deliver   § 2-301
-- if price tendered   § 2-511(1)
right to cure    
-- "early tender"   § 2-508(1)
-- "surprise rejection'   § 2-508(2)
effect of cure    
-- seller gets price   § 2-607(1)
-- seller pays damages   § 2-714(1)
PATTERN OF ARGUMENTATION
(Seller's Claim and Buyer's Defenses)
S's claim:   B did not pay for the goods. § 2-301.
B's 1st defense:   S did not tender the goods. § 2-507(1).
B's 2d defense:   S did not let me inspect the goods. § 2-513(1).
B's 3d defense:   I rejected the goods because they were not perfect. § 2-601(a).
S's 1st reply:   You in fact accepted the goods because you did an act inconsistent with my ownership of them, etc. § 2-606(1)(c)
S's 2d reply:   Although you rejected, I subsequently cured the defect. I had a right to cure because I tendered early or because I had reasonable grounds for thinking the goods would be accepted. § 2-508(1) & (2). (If the seller cures, the buyer must accept and pay for the goods, but may have a claim fordamages cause by the non-conformity.)
B's 4th defense:   I revoked acceptance. I had a right to revoke acceptance because (1) the goods were non-conforming; (2) the non-conformity substantially impaired their value to me, and (3)(a) I reasonably assumed that the non-conformity would be cured or (3)(b) I did not discover the non-conformity during inspection because of the difficulty of discovery or because of your assurances. § 2-608(1) & (3) .
(Buyer's Claim and Seller's Defenses)
B's claim:   S failed to deliver the goods. § 2-301.
S's defense:   B failed to tender payment for them. § 2-511(1)
B. Warranties
RULES
Types of Warranties
express   § 2-313(1) (a) & cmt. 3
implied    
-- F.F.P.P.   § 2-315
-- merchantability   § 2-314(1) & (2)
-- title   § 2-312(1)
-- other   § 2-314(3)
Warranty Issues
3d-party beneficiaries   § 2-318, esp. alt. C
damages    
-- lost in value   § 2-714(2)
-- consequential damages   § 2-714(3)
    a. economic loss
  § 2-715(2)(a)
    b. personal injury
  § 2-715(2)(b)
disclaimers    
-- express warranties   § 2-316(1)
-- implied warranties   § 2-316(2)
unconscionability   § 2-302(1)
PATTERN OF ARGUMENTATION
P's claim:   D made an (express or implied) warranty that the goods would be ___, and the goods are not ___, because ____. §§ 2-312(1), 2-313(1), 2-314(1), 2-315.
D's 1st defense:   I did not make the warranty; the elements of § ____ are not satisfied because _____. Cf. Barco Auto Leasing v. PSI Cosmetics, Coakley & Williams v. Shatterproof Glass.
D's 2d defense:   I did not make the warranty to you because you are not person who might have been reasonably be expected to use, consume or be affected by the goods. § 2-318, alt. C.
D's 3d defense:   I disclaimed the warranty in accordance with the requirements of § 2-316(1).
P's 1st reply:   The warranty is an express warranty and cannot be disclaimed. § 2-313(1).
P's 2d reply:   The disclaimer is unconscionable in this case because _____. §2-302(1). Barco Auto Leasing v. PSI Cosmetics; Martin v. Joseph Harris.
P's remedy:   I am entitled to damages equal to the value of the goods accepted and the value they would have had if they had been as warranted, plus incidental and consequential damages. 2-714(1),(2); 2-715(1) & (2).