BUL3310 – Exam 3 – Florida State University – 2026
| Uniform Commercial Code & Sales Contracts
Study Guide A+ Graded
Uniform Commercial Code (UCC)
A model code for the sale of goods.
Sales Contract
An agreement to transfer title to real property or tangible assets at a given price.
Goods
Personal property that is tangible and movable from place to place.
Merchant
One who is regularly engaged in the sale of a particular good, including brokers, agents, or
intermediaries.
Default Rule
A rule of law that can be overridden by the parties to a contract.
Predominant Purpose Test
A test used by most courts to resolve contract issues in cases where a tangible good is mixed
with something intangible (such as a service).
Merchant's Firm Offer
A written offer between merchants to buy or sell goods with a promise (without consideration)
to keep the offer open for a stated time or, if unstated, no longer than three months.
Open Terms
Unspecified terms in a sales contract that do not invalidate the contract as long as the parties
intended to form a contract and other specified terms provide a basis for remedy in case of
breach.
Output Contract
A contract where the buyer agrees to buy all goods that the seller produces for a set period at a
set price, and the seller may only sell to that buyer.
Requirements Contract
, A contract where the buyer agrees to purchase whatever they need from the seller for a set
period and may buy only from that seller.
Purchase Order
A form commonly used in sales contracts as an offer from the buyer, containing preprinted
clauses and blanks to specify transaction details.
Acknowledgment Form
A form commonly used as the seller's acceptance in response to a purchase order, also referred
to as an invoice.
Battle of the Forms
A conflict between standardized purchase (offer) and acknowledgment (acceptance) forms
where terms favor either the buyer or seller. The UCC tries to resolve these conflicts while
maintaining the contract's validity.
Knockout Rule
A legal principle where conflicting terms in buyer and seller forms cancel each other out, and
UCC gap-fillers replace them.
Confirmation Memorandum
A written verification of an agreement under the UCC's statute of frauds, binding a merchant
who receives and does not promptly object to it.
Default Delivery Terms
Buyer takes delivery at seller's place of business.
Judicial Imputation
Terms necessary to maintain fairness that courts do NOT consider when filling gaps in
incomplete or ambiguous sales contracts.
Firm Offer
An offer that is not always revocable.
Firm Offer
A firm offer is irrevocable under Article 2 of the UCC if it is in writing and signed by the seller.
Open Terms Offer
| Uniform Commercial Code & Sales Contracts
Study Guide A+ Graded
Uniform Commercial Code (UCC)
A model code for the sale of goods.
Sales Contract
An agreement to transfer title to real property or tangible assets at a given price.
Goods
Personal property that is tangible and movable from place to place.
Merchant
One who is regularly engaged in the sale of a particular good, including brokers, agents, or
intermediaries.
Default Rule
A rule of law that can be overridden by the parties to a contract.
Predominant Purpose Test
A test used by most courts to resolve contract issues in cases where a tangible good is mixed
with something intangible (such as a service).
Merchant's Firm Offer
A written offer between merchants to buy or sell goods with a promise (without consideration)
to keep the offer open for a stated time or, if unstated, no longer than three months.
Open Terms
Unspecified terms in a sales contract that do not invalidate the contract as long as the parties
intended to form a contract and other specified terms provide a basis for remedy in case of
breach.
Output Contract
A contract where the buyer agrees to buy all goods that the seller produces for a set period at a
set price, and the seller may only sell to that buyer.
Requirements Contract
, A contract where the buyer agrees to purchase whatever they need from the seller for a set
period and may buy only from that seller.
Purchase Order
A form commonly used in sales contracts as an offer from the buyer, containing preprinted
clauses and blanks to specify transaction details.
Acknowledgment Form
A form commonly used as the seller's acceptance in response to a purchase order, also referred
to as an invoice.
Battle of the Forms
A conflict between standardized purchase (offer) and acknowledgment (acceptance) forms
where terms favor either the buyer or seller. The UCC tries to resolve these conflicts while
maintaining the contract's validity.
Knockout Rule
A legal principle where conflicting terms in buyer and seller forms cancel each other out, and
UCC gap-fillers replace them.
Confirmation Memorandum
A written verification of an agreement under the UCC's statute of frauds, binding a merchant
who receives and does not promptly object to it.
Default Delivery Terms
Buyer takes delivery at seller's place of business.
Judicial Imputation
Terms necessary to maintain fairness that courts do NOT consider when filling gaps in
incomplete or ambiguous sales contracts.
Firm Offer
An offer that is not always revocable.
Firm Offer
A firm offer is irrevocable under Article 2 of the UCC if it is in writing and signed by the seller.
Open Terms Offer
