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U.C.C. Filler
U.C.C. Filler Cartoons

U.C.C. Filler

Northrop Corp. v. Litronic Industries; mirror image rule; common law mirror image rule does not apply to U.C.C. contracts; U.C.C. filler used when materially different terms in offer and acceptance.
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Related Cartoons

Lease or Sale
Lease or Sale
Gibraltar Financial Corp. v. Prestige Equipment Corp.; court must consider economic reality of transaction to detemine whether it was a lease or a sale subject to a security agreement.
Security Interest
Security Interest
Helms v. Certified Packaging Corp.; security interest includes the proceeds from a recovery for decreased value of collateral, and not for loss of use of the collateral; destroyed property; damaged property.
Cross-Collateral
Cross-Collateral
In re Zaochney; A dragnet clause or cross-collateralization clause that provides that collateral in one transaction will be security for other obligations is enforceable.
Duty to Investigate
Duty to Investigate
Lindholm v. Brant; Andy Warhol; Red Elvis; usual or customary practices; reasonable commercial standards of fair dealing; authority to convey title; good faith; fraud and embezzlement.
Condition Precedent
Condition Precedent
Moore Bros. Co. v. Brown & Root, Inc.; prevention doctrine is if a promisor prevents or hinders fulfillment of a condition to his performance, the condition may be waived or excused.
Agreement to Arbitrate
Agreement to Arbitrate
Rent-A-Center v. Jackson; The Federal Arbitration Act puts arbitration agreements on equal footing with other contracts, and requires courts to enforce them according to their terms; unconscionability challenges.
Extrinsic Evidence on Indefinite Term
Extrinsic Evidence on Indefinite Term
Vohs v. Donovan; A contract is not enforceable if an essential term is indefinite or a promise to perform is illusory, but may enforce if extrinsic evidence makes more definite and the promise to perform less illusory.
Contract Amendment
Contract Amendment
Beneficial National Bank, U.S.A. v. Obie Payton; when the parties' original agreement specifically permits amendments, new terms may be added rather than just changes existing terms.
Stale Debt
Stale Debt
First Hawaiian Bank v. Jack Zukerhorn; A new promise by the debtor to pay his debt, whether or not then barred by the applicable statute of limitations, binds the debtor for a new limitations period.
Supplementary Terms
Supplementary Terms
C. Itoh & Co. (America) Inc. v. Jordan Int'l Co.; The terms of a contract are the writings of the parties, along with supplementary terms incorporated by operation of law; gap-filler provisions of Article Two of the U.C.C.; additional terms.
Induce Detrimental Reliance
Induce Detrimental Reliance
Drennan v. Star Paving Co.; A promise the promisor should reasonably expect to induce action or forbearance of a definite and substantial character and that does is binding if neccessary to avoid injustice.
Prevention Doctrine Rule
Prevention Doctrine Rule
Johnson v. Coss; the prevention doctrine operates as an exception to the general rule than one has no duty to perform under a contract containing a condition precedent until the condition occurs.