Paralegal Certification PrepContracts and Business LawMedium
A paralegal is reviewing a contract for the sale of goods under the Uniform Commercial Code (UCC). The contract specifies the quantity as 'approximately 500 units.' The seller delivers 450 units, claiming this falls within the 'approximately' clause. The buyer argues this is a breach. Under the UCC, what is the most likely outcome regarding the quantity term?
- AThe buyer must accept the 450 units, as any variance is permissible in sales of goods.
- BThe contract is void for indefiniteness.
- CThe seller must deliver exactly 500 units, as 'approximately' is not recognized under the UCC.
- DThe term 'approximately' allows for a reasonable deviation, typically around 10%.
Show answer & explanationAnswer & explanation
Correct answer: D. The term 'approximately' allows for a reasonable deviation, typically around 10%.
Under the UCC, terms like 'approximately,' 'about,' or 'more or less' for quantity are generally understood to allow for a slight, reasonable deviation from the stated quantity, typically around 10%. 450 units (a 10% deviation from 500) would likely be considered acceptable.
Why the other options are wrong
- A. While some variance is allowed, an unlimited variance is not; it must be reasonable.
- B. The UCC is designed to uphold contracts even with some open terms, so indefiniteness is unlikely here.
- C. The UCC often allows for flexible interpretation of certain terms to facilitate commerce, so 'approximately' would not require exactness.
UCC Quantity Terms
The Uniform Commercial Code (UCC) provides guidance on interpreting quantity terms in contracts for the sale of goods, often allowing for flexibility with terms like 'approximately' or 'more or less.'
- UCC prioritizes upholding contracts where intent is clear.
- Terms like 'approximately' allow for reasonable deviation.
- Reasonable deviation is often around 10% but can depend on trade usage.
Memory trick: UCC: 'Understand' Contracts Clearly, 'Carefully' interpret terms.