The scenario involves a contract for the sale of goods between a merchant and a non-merchant in Florida. Under Florida’s Uniform Commercial Code (UCC) Article 2, specifically regarding firm offers, an offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months. In this case, the offer was made by a merchant, it was in a signed writing, and it explicitly stated it would be held open for 90 days. Since 90 days is less than three months, the offer is irrevocable for the stated period. The revocation attempt by Mr. Abernathy occurred on the 80th day, which is within the 90-day irrevocable period. Therefore, the revocation is ineffective. The buyer, Ms. Carmichael, can still accept the offer within the original 90-day period.

The core issue here revolves around the concept of “firm offers” under Florida’s Uniform Commercial Code (UCC) Article 2, specifically Florida Statute 672.205. A firm offer is an offer by a merchant to buy or sell goods that is in a signed writing which by its terms gives assurance that it will be held open. The statute specifies that such an offer by a merchant, even without consideration, shall be held open for the time stated or, if no time is stated, for a reasonable time, but in no event may such period of irrevocability exceed three months. In this scenario, the offer is made by a merchant (Sunshine Orchards Inc.) and is in a signed writing. The writing explicitly states it will be held open for sixty days. Sixty days is less than three months. Therefore, Sunshine Orchards Inc. is bound by its offer for the full sixty days, regardless of whether the buyer, Citrus Grove Partners, provided consideration. The revocation of the offer on day forty is ineffective because the offer was a firm offer under Florida law. The buyer can still accept the offer within the remaining twenty days.

Under Florida’s Uniform Commercial Code (UCC) Article 2, when a contract for the sale of goods is formed, and the seller is not a merchant, the risk of loss generally passes to the buyer upon the seller’s tender of delivery. Tender of delivery means the seller makes conforming goods available to the buyer and gives the buyer any notification reasonably necessary to enable him to take delivery. If the contract requires the seller to ship the goods by carrier but does not require him to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier. This is known as a shipment contract, which is presumed unless the contract clearly indicates otherwise. In this scenario, the contract explicitly states the seller is not a merchant, and it specifies delivery to a common carrier in Jacksonville, Florida, for shipment to a buyer in Orlando, Florida. Therefore, the risk of loss transfers to the buyer when the goods are handed over to the carrier in Jacksonville.

The scenario describes a contract for the sale of goods between a merchant in Florida and a buyer in Georgia. The buyer, acting as a merchant in the same line of business, sent a written confirmation of an oral agreement to purchase specialized industrial machinery. This confirmation was received by the seller. Under Florida Statute 672.2-201(2), which codifies UCC § 2-201(2), a contract for the sale of goods for the price of $500 or more is not enforceable against the buyer unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought. However, an exception exists for merchants. If both parties are merchants, and within a reasonable time after the oral agreement, one merchant sends to the other a writing in confirmation of the contract, which is sufficient against the sender, then the writing is sufficient against the recipient unless written notice of objection to its contents is given within ten days after it is received. In this case, both parties are merchants. The buyer sent a written confirmation within a reasonable time. The confirmation was sufficient against the buyer (the sender). The seller, located in Florida, did not provide written objection within ten days of receiving the confirmation. Therefore, the oral agreement is enforceable against the seller, despite the lack of the seller’s signature on the confirmation, due to the merchant’s exception. The value of the goods ($75,000) exceeds the $500 threshold for the Statute of Frauds. The location of the seller in Florida and the buyer in Georgia does not alter the applicability of the merchant’s exception, as Florida has adopted the UCC, and this provision is standard.

In Florida, under the Uniform Commercial Code (UCC) Article 2, which governs the sale of goods, a buyer’s right to reject non-conforming goods is a crucial remedy. When a seller delivers goods that do not conform to the contract, the buyer generally has the right to reject them. This right, however, is subject to certain conditions and limitations. One significant limitation is the seller’s right to cure the defect, as outlined in Florida Statutes Section 672.508. The seller’s right to cure arises when the time for performance has not yet expired. If the seller tenders non-conforming goods and the time for performance has not yet expired, the seller may notify the buyer of their intention to cure and then make a conforming delivery within the contract time. Even if the time for performance has expired, the seller may still have a right to cure if they had reasonable grounds to believe that the non-conforming tender would be acceptable to the buyer, with or without a money allowance. In such a case, the seller may have a further reasonable time to make a conforming tender. If the buyer has accepted the goods and discovers a non-conformity, their remedies shift to revocation of acceptance or damages for breach of warranty, rather than outright rejection. The question revolves around the specific point at which a buyer’s right to reject ceases, particularly when the seller has not yet completed their performance under the contract. The correct answer hinges on the seller’s ability to cure within the contractually agreed-upon timeframe.

The scenario involves a contract for the sale of custom-designed ceramic tiles between a manufacturer in Florida and a distributor in California. The contract specifies that the goods are to be shipped FOB shipping point, Florida. Under UCC Article 2, which is applicable in both Florida and California, when goods are shipped FOB shipping point, the risk of loss passes from the seller to the buyer at the moment the goods are delivered to the carrier. In this case, the carrier is identified as “Express Freight Lines.” Therefore, once the tiles were loaded onto Express Freight Lines’ truck at the manufacturer’s facility in Florida, the risk of loss transferred to the distributor in California. The subsequent damage to the tiles during transit, regardless of fault or cause, means the distributor bears the loss. Florida Statute 672.319(1)(a) defines FOB shipping point, stating that “unless otherwise agreed the term FOB, even though used only in connection with the stated price, is a term of delivery rather than a price term. Its meaning even in the absence of specific vessel or air carrier mention is FOB shipping point.” This means the seller’s responsibility ends upon delivery to the carrier.

The scenario involves a contract for the sale of custom-designed, specialized medical equipment between a manufacturer in Florida and a research institution in California. Under Florida’s Uniform Commercial Code (UCC) Article 2, which governs the sale of goods, the core issue is whether the contract constitutes a sale of goods or a contract for services. Florida Statute § 672.105 defines “goods” as all things, including specially manufactured things, which are movable at the time of identification to the contract for sale. The equipment in question is custom-designed and manufactured specifically for the research institution, making it a “specially manufactured thing.” Furthermore, the primary purpose of the transaction is the transfer of ownership of this tangible equipment, not the performance of a service. While design and installation might involve service elements, the dominant purpose of the contract is the acquisition of the physical goods. Florida law, like the general UCC, follows the “predominant purpose test” when distinguishing between contracts for goods and contracts for services. In this case, the value and function of the contract are centered on the delivered equipment itself. Therefore, UCC Article 2 applies. When a contract for the sale of goods is breached, and the buyer has accepted the goods, the buyer may recover damages for any non-conformity of the goods. The measure of damages for breach of warranty by the seller is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount. Florida Statute § 672.714 outlines this. Given that the equipment was delivered and accepted, but failed to meet specifications, the institution can claim damages. The calculation of damages, as per § 672.714(2), would be the difference between the value of the equipment as delivered and its value if it had conformed to the contract. For example, if the conforming equipment would have been valued at $500,000 and the delivered, non-conforming equipment was valued at $350,000, the damages would be $500,000 – $350,000 = $150,000. The institution also has the option to revoke acceptance under certain conditions if the non-conformity substantially impairs its value and they accepted it on the reasonable assumption that its non-conformity would be cured or without discovery of the non-conformity if their acceptance was reasonably induced by the seller’s assurances. However, the question asks about the primary remedy available for breach of warranty after acceptance.

The scenario involves a contract for the sale of goods between parties located in Florida, which is governed by Florida’s Uniform Commercial Code (UCC), specifically Article 2. The core issue is the effect of a buyer’s rejection of goods that conform to the contract, coupled with a seller’s subsequent actions. When a buyer rightfully rejects non-conforming goods, they have the right to reject them and are generally not obligated to pay for them. However, if the buyer’s rejection is wrongful, meaning the goods actually conform to the contract, the buyer may be in breach. In this case, the seller, after being notified of the buyer’s rejection, had a right to cure the defect if the time for performance had not yet expired and the seller had reasonable grounds to believe the tender would be acceptable with a money allowance or otherwise. Florida Statute 672.508 addresses the seller’s right to cure. If the seller had reasonable grounds to believe the tender would be acceptable, they could have made a conforming delivery within a reasonable time. However, the question states the buyer rejected goods that conformed to the contract. This constitutes a wrongful rejection. Following a wrongful rejection, the buyer is in breach of contract. The seller then has remedies available under Florida Statute 672.703, which includes withholding delivery, reselling the goods and recovering damages, or recovering damages for non-acceptance. The seller’s decision to resell the goods and sue for the difference between the contract price and the resale price, plus incidental damages, is a valid remedy for the buyer’s breach due to wrongful rejection. The contract price was \( \$10,000 \), and the resale price was \( \$8,000 \). The incidental damages incurred by the seller in reselling the goods amounted to \( \$500 \). The seller is entitled to recover the difference between the contract price and the resale price, plus incidental damages, less expenses saved as a result of the breach. The calculation is as follows: \( (\$10,000 – \$8,000) + \$500 = \$2,000 + \$500 = \$2,500 \). This represents the damages the seller can recover.

In Florida, under the Uniform Commercial Code (UCC) Article 2, when a contract for the sale of goods is formed, and there is no specific agreement on the place of delivery, the UCC provides default rules. Section 672.308 of the Florida Statutes, which mirrors UCC § 2-308, addresses the place for delivery. If the agreement does not specify the place of delivery, and if the seller has no known place of business, delivery is presumed to occur at the buyer’s place of business. However, if the seller has a known place of business, and the goods are identified at the time of contracting, then the place of delivery is the seller’s place of business. In this scenario, since the contract is for the sale of custom-designed artisanal furniture, and the goods are identified (meaning they are specifically manufactured for the buyer), and the seller, “Coastal Creations,” has a known place of business in Miami, Florida, the default place of delivery, absent any other agreement, is the seller’s place of business. Therefore, Coastal Creations must make the furniture available for pickup at their Miami workshop.

The scenario involves a contract for the sale of specialized medical equipment between a Florida-based hospital, “Sunshine Health,” and a manufacturer located in California, “MediTech Innovations.” The contract specifies that MediTech Innovations will deliver custom-built diagnostic scanners to Sunshine Health by a mutually agreed-upon date. Crucially, the contract includes a clause stating that all disputes arising from the agreement will be governed by the laws of the State of California. However, the goods themselves are to be delivered to Sunshine Health’s facility in Florida. When MediTech Innovations fails to deliver the custom scanners by the agreed-upon date, Sunshine Health seeks to sue for breach of contract. The core issue is determining which state’s law will apply to the substantive aspects of the sales contract, specifically regarding the remedies for breach, and which state’s law will govern procedural matters like the lawsuit itself. Under Florida’s Uniform Commercial Code (UCC) as adopted in Chapter 672 of the Florida Statutes, parties have significant freedom to choose the governing law for their contract. Section 672.105(1)(a) defines “goods” broadly to include all things which are movable at the time of identification to the contract for sale. Section 672.106(1) defines a “sale” as passing of title from the seller to the buyer for a price. Section 671.301(1) of the Florida Statutes, mirroring UCC § 1-301, permits parties to a transaction, other than a consumer transaction, to agree that the law of another state shall govern their rights and duties. This is known as a choice-of-law provision. In this case, Sunshine Health and MediTech Innovations, both sophisticated commercial entities, explicitly agreed that California law would govern their contract. Therefore, the substantive rights and obligations of the parties, including what constitutes a breach and the available remedies for that breach, will be determined by California law. This includes provisions related to delivery, acceptance, rejection, and damages. However, the UCC also addresses the location of the lawsuit. Section 671.105(1) of the Florida Statutes (mirroring UCC § 1-105(1)) states that when a transaction bears a reasonable relation to Florida and also to another state, the parties may agree that the law either of Florida or of such other state shall govern their rights and duties. If the parties have made a choice of law, that choice will be honored unless it violates a fundamental public policy of Florida and Florida has a materially greater interest than that other state in the determination of the particular issue. In this scenario, the contract bears a reasonable relation to both California (where the seller is located and the goods were manufactured) and Florida (where the buyer is located and the goods were to be delivered). While the parties chose California law for substantive matters, the procedural aspects of filing a lawsuit, such as jurisdiction, venue, and rules of civil procedure, are generally governed by the law of the forum state where the action is brought. Since Sunshine Health is located in Florida and would likely file suit there, Florida’s rules of civil procedure would apply to the litigation itself. However, the question asks about the governing law for the contract’s substance. The choice-of-law provision is valid and enforceable because the contract has a reasonable relation to California. The delivery of goods into Florida does not automatically override a valid choice-of-law clause for substantive contract issues. Therefore, California law governs the substantive interpretation and enforcement of the sales contract.

The scenario involves a merchant in Florida who enters into a contract for the sale of custom-designed ceramic tiles to a hotel developer. The developer specifies unique artistic patterns for the tiles. The merchant procures the raw materials and begins the specialized manufacturing process, which involves significant artistic labor and unique molds tailored to the developer’s design. The developer subsequently repudiates the contract before the tiles are completed. Under Florida’s Uniform Commercial Code (UCC) Article 2, specifically concerning the sale of goods, the merchant, as the seller, has certain remedies available. When a buyer repudiates a contract for specially manufactured goods, the seller may, under Florida Statutes § 672.704, choose to cease further manufacture and resell the goods for scrap or salvage value, or complete the manufacture and then resell them. The UCC also allows the seller to recover the difference between the contract price and the market price (or resale price) plus incidental damages, or, in appropriate circumstances, lost profits. In this case, because the tiles are custom-designed and not readily marketable to others, the most appropriate remedy that accounts for the unique nature of the goods and the seller’s investment in specialized manufacturing is to recover the profit the seller would have made from the full performance of the contract, along with any incidental damages incurred. This approach is consistent with the UCC’s aim to place the non-breaching party in as good a position as if the contract had been fully performed. Florida law, by adopting the UCC, generally permits a seller to recover lost profits on a breached contract for specially manufactured goods when resale is not a viable or adequate remedy. This is often calculated as the contract price less the cost of goods sold, plus any expenses saved as a consequence of the breach.

In Florida, under UCC Article 2, when a buyer rejects goods that conform to the contract, the seller may have remedies. If the buyer wrongfully rejects conforming goods, the seller can withhold delivery of the goods. Alternatively, the seller can resell the goods and recover damages. The measure of damages in a resale situation is the difference between the contract price and the resale price, plus any incidental damages, less expenses saved as a result of the buyer’s breach. In this scenario, the contract price for the specialized marine equipment was \( \$150,000 \). The seller found a new buyer willing to pay \( \$120,000 \) for the equipment. The resale occurred within a reasonable time after the breach. The incidental damages incurred by the seller due to the breach, such as storage and advertising costs for the resale, amounted to \( \$5,000 \). The expenses saved as a result of the buyer’s breach, such as delivery costs that would have been incurred for the original buyer, were \( \$3,000 \). The calculation for the seller’s damages is as follows: Resale Price = \( \$120,000 \) Contract Price = \( \$150,000 \) Incidental Damages = \( \$5,000 \) Expenses Saved = \( \$3,000 \) Damages = (Contract Price – Resale Price) + Incidental Damages – Expenses Saved Damages = (\( \$150,000 \) – \( \$120,000 \)) + \( \$5,000 \) – \( \$3,000 \) Damages = \( \$30,000 \) + \( \$5,000 \) – \( \$3,000 \) Damages = \( \$35,000 \) – \( \$3,000 \) Damages = \( \$32,000 \) This calculation aligns with Florida Statute 672.706, which governs the seller’s resale of goods and the recovery of damages. The statute allows for the recovery of the difference between the contract price and the resale price, plus incidental damages, less expenses saved. The resale must be conducted in a commercially reasonable manner and within a reasonable time after the breach. The scenario specifies that the resale was conducted appropriately.

The scenario involves a contract for the sale of goods between a merchant in Florida and a buyer in Georgia. The core issue is whether a contract for the sale of goods can be formed solely through conduct, even without a formal signed writing, and what the implications are under Florida’s Uniform Commercial Code (UCC) Article 2, specifically regarding the Statute of Frauds. Florida Statute § 672.2-201, which codifies UCC § 2-201, generally requires contracts for the sale of goods for the price of $500 or more to be in writing and signed by the party against whom enforcement is sought. However, there are several exceptions to this rule. One crucial exception, found in Florida Statute § 672.2-201(3)(c), states that a contract which does not satisfy the Statute of Frauds but is valid in other respects is enforceable “with respect to goods for which payment has been made and accepted or which have been received and accepted.” In this case, the buyer paid $1,000, and the seller accepted the payment. While the seller did not sign a written confirmation, the acceptance of payment constitutes part performance that makes the contract enforceable to the extent of the goods paid for and accepted. The buyer’s subsequent attempt to cancel due to a lack of a signed writing is therefore ineffective because the performance rendered (payment and acceptance) removes the transaction from the Statute of Frauds’ writing requirement for the portion that was performed. The question tests the understanding of the exceptions to the UCC Statute of Frauds, particularly the part performance exception concerning payment and acceptance of goods.

The scenario involves a contract for the sale of specialized dental equipment between a manufacturer in Florida and a dental practice in Georgia. The Uniform Commercial Code (UCC) governs the sale of goods. In Florida, UCC Article 2, as adopted and modified by Florida Statutes Chapter 672, applies to such transactions. The question centers on the concept of “perfect tender” and its limitations. Under the UCC, a buyer generally has the right to inspect goods and reject them if they fail to conform to the contract in any respect, a principle known as perfect tender. However, this right is subject to several exceptions and limitations. One significant limitation is the seller’s right to cure a non-conforming tender. If the time for performance has not yet expired, and the seller seasonably notifies the buyer of their intention to cure, the seller may make a conforming delivery within the contract time. In this case, the contract specifies delivery by June 1st. The initial delivery on May 28th was non-conforming due to a minor defect. The seller, upon notification of the defect, promptly offered to repair the equipment before the June 1st deadline. This offer to repair constitutes an attempt to cure the non-conformity. The buyer’s refusal to allow the seller to cure, when the seller has a reasonable time to do so within the contract period, would constitute a breach of contract by the buyer, as they are preventing the seller from fulfilling their obligations. Therefore, the dental practice in Georgia cannot rightfully reject the entire shipment solely based on the initial non-conformity if the seller can cure it within the contract timeframe. The seller’s ability to cure is a crucial factor in determining the buyer’s rights and obligations.

The scenario presented involves a contract for the sale of goods between a merchant and a non-merchant in Florida, governed by Florida’s Uniform Commercial Code (UCC) Article 2. The core issue is the enforceability of a modification to an existing contract for the sale of custom-made boat hulls. Under Florida Statute § 672.209(1), an agreement modifying a contract within this Article needs no consideration to be binding. However, this modification must be made in good faith. The original contract specified a delivery date of June 1st. Subsequently, the buyer requested a change to the hull specifications, which the seller agreed to, but this change also necessitated a delay in delivery to July 1st. The seller’s agreement to the modified specifications and the resulting delivery delay, without additional consideration, is permissible under Florida law as long as the modification was made in good faith. Good faith in this context, as per Florida Statute § 671.201(20), means honesty in fact and the observance of reasonable commercial standards of fair dealing. Given that the buyer initiated the change in specifications, the seller’s acceptance of this change and the associated delivery adjustment, assuming it was a reasonable consequence of the requested modification and not an attempt to exploit the buyer, would be considered made in good faith. Therefore, the modification to the delivery date, even without separate consideration, is likely enforceable. The key is the good faith of the seller in accepting the change and its impact on the delivery timeline.

In Florida, under UCC Article 2, when a contract for the sale of goods is modified, the modification generally does not require new consideration to be binding, provided the modification is made in good faith. This is a departure from common law contract principles which typically mandate new consideration for contract modifications. The UCC specifically addresses this in Section 672.209(1), stating that “An agreement modifying or a waiver of any term of an agreement within this chapter needs no consideration to be binding.” However, this rule is subject to certain limitations and interpretations. For instance, if the modification is a result of fraud, duress, or undue influence, it may not be enforceable. Furthermore, a “no oral modification” clause, if included in the original agreement and adhered to, can prevent oral modifications from being effective, even if they would otherwise be valid under the UCC’s no-consideration rule. The requirement for good faith is paramount; a modification made in bad faith, such as to exploit a party’s vulnerability, would likely be unenforceable. The scenario presented involves a seller and a buyer in Florida, agreeing to a price increase for custom-made furniture after the contract was formed. The buyer agreed to the increase. Under Florida’s UCC Article 2, this modification is generally enforceable without additional consideration because it was agreed upon by both parties in good faith. The UCC’s provision on modification is designed to facilitate business dealings and adapt to changing circumstances without the burden of constantly renegotiating consideration.

The scenario involves a contract for the sale of specialized medical equipment between a Florida-based hospital and a manufacturer in Georgia. The contract specifies that the equipment must conform to certain FDA approval standards. Upon delivery in Florida, the hospital discovers that while the equipment functions, it does not meet the precise FDA approval standards as stipulated in the contract, specifically concerning certain reporting functionalities. This situation implicates the concept of “conforming goods” under UCC Article 2, as adopted by Florida. Florida Statutes Section 672.313 addresses express warranties, which are created by affirmations of fact or promises relating to the goods that become part of the basis of the bargain. Here, the contractual stipulation regarding FDA approval standards constitutes an express warranty. The goods fail to conform to this warranty. Under Florida law, specifically Florida Statutes Section 672.509, the risk of loss passes to the buyer upon receipt of the goods if the seller is a merchant, unless otherwise agreed. However, the issue here is not risk of loss but rather the non-conformity of the goods. Florida Statutes Section 672.607 governs the effect of acceptance and notice of breach. If the buyer accepts non-conforming goods, they must notify the seller of any breach within a reasonable time after they discover or should have discovered the breach. Failure to do so can preclude them from any remedy. In this case, the hospital discovered the non-conformity upon delivery and testing. The contract’s explicit requirement for specific FDA approval standards creates an express warranty. The equipment’s failure to meet these standards constitutes a breach of that warranty. The hospital’s prompt identification and implied notification (by rejecting or seeking remedy for the non-conforming goods) is crucial. The question hinges on the buyer’s rights when goods delivered do not conform to an express warranty. The UCC, as adopted in Florida, provides remedies for such breaches, including rejection of the goods or revocation of acceptance if the non-conformity substantially impairs the value of the goods. The hospital’s ability to pursue remedies depends on proper notification of the breach.

The core issue here revolves around the merchantability of goods and the buyer’s right to reject non-conforming goods under Florida’s Uniform Commercial Code (UCC) Article 2. Specifically, when a seller is a merchant with respect to goods of that kind, an implied warranty of merchantability attaches to the sale unless excluded or modified. This warranty means the goods must be fit for the ordinary purposes for which such goods are used. In this scenario, the specialized hydroponic nutrient solution, designed for a specific, high-value crop, fails to perform its intended function, rendering it unfit for the ordinary purpose of growing that particular crop. Florida Statute 672.314 addresses the implied warranty of merchantability, stating that a sale of goods by a merchant who deals in goods of the kind implies a warranty that the goods shall be merchantable. Merchantable goods are those that are fit for the ordinary purposes for which such goods are used. The buyer, Mr. Alistair Finch, is entitled to reject the goods if they fail to conform to this warranty, provided he acts within a reasonable time and gives the seller seasonable notification. The buyer’s right to reject is a crucial remedy under UCC Article 2, allowing the buyer to refuse acceptance of goods that are not in conformity with the contract. The seller’s claim that the nutrient solution is a “specialty chemical” does not negate the implied warranty of merchantability if the seller is a merchant dealing in such goods and they are failing in their ordinary intended use. The contract’s silence on warranties does not imply their absence; in fact, the UCC presumes their existence unless properly disclaimed.

In Florida, under UCC Article 2, a contract for the sale of goods can be modified without new consideration, provided the modification is made in good faith. This is a departure from common law contract principles that generally require new consideration for a modification to be binding. Section 672.209(1) of the Florida Statutes explicitly states that an agreement modifying a contract within this Article needs no consideration to be binding. However, the modification must be made in good faith. Good faith, in the context of Article 2, is defined as honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade. If a party attempts to modify a contract in bad faith, such as by using economic duress or coercion to force the other party into agreeing to the modification, the modification may be unenforceable. The UCC also requires that a contract modification that is for the sale of goods for the price of \( \$500 \) or more must be in writing and signed by the party against whom enforcement of the modification is sought, if the original contract was also subject to the Statute of Frauds. This is known as the “no oral modification” rule, though it can be waived by the parties.

The scenario presented involves a contract for the sale of custom-designed ceramic tiles between a Florida-based manufacturer, “Artisan Glaze,” and a construction company in Georgia, “Southern Structures.” The agreement specifies that Artisan Glaze will produce 5,000 unique tiles, each with a specific intricate pattern, for a total price of $25,000. Delivery was scheduled for June 1st to Southern Structures’ project site in Atlanta. However, due to an unforeseen equipment malfunction at Artisan Glaze’s facility in Miami, production was delayed, and only 3,000 tiles were completed and shipped by the agreed-upon date. Upon receipt of the partial shipment, Southern Structures, facing tight project deadlines, immediately sourced the remaining 2,000 tiles from another supplier in Alabama at a cost of $15 per tile, totaling $30,000 for the replacement tiles. Southern Structures then seeks to recover the difference in cost for the substitute goods from Artisan Glaze. Under Florida’s Uniform Commercial Code (UCC) Article 2, specifically Florida Statutes Chapter 672, when a seller fails to make a conforming delivery, the buyer generally has the right to “cover.” Cover, as defined in UCC § 2-712, allows the buyer to purchase substitute goods in good faith and without unreasonable delay and then recover from the seller as damages the difference between the cost of cover and the contract price, together with any incidental or consequential damages, less expenses saved as a result of the seller’s breach. In this case, the contract price for 5,000 tiles was $25,000, which equates to $5 per tile ($25,000 / 5,000 tiles). Southern Structures received only 3,000 tiles, so the contract price for the delivered goods was $15,000 (3,000 tiles * $5/tile). The cost of cover for the remaining 2,000 tiles was $30,000 ($15/tile * 2,000 tiles). The contract price for these 2,000 tiles would have been $10,000 (2,000 tiles * $5/tile). Therefore, the difference between the cost of cover and the contract price for the 2,000 missing tiles is $20,000 ($30,000 – $10,000). Southern Structures also incurred incidental expenses related to sourcing the substitute goods, such as expedited shipping and inspection costs, which would be recoverable. Assuming no expenses were saved by Artisan Glaze due to the breach, the total damages Southern Structures can recover would be the difference in the cost of cover for the undelivered portion plus any proven incidental or consequential damages. The question asks for the amount Southern Structures can recover *from the difference in cost of cover for the undelivered portion*. This is calculated as the cost of cover for the 2,000 tiles ($30,000) minus the contract price for those 2,000 tiles ($10,000), resulting in $20,000. Calculation: Contract price per tile = $25,000 / 5,000 tiles = $5 per tile Contract price for 2,000 tiles = 2,000 tiles * $5/tile = $10,000 Cost of cover for 2,000 tiles = 2,000 tiles * $15/tile = $30,000 Difference between cost of cover and contract price for undelivered portion = $30,000 – $10,000 = $20,000

In Florida, under UCC Article 2, when a buyer rejects goods due to a non-conformity, the seller generally has a right to cure the defect if the time for performance has not yet expired. This right to cure is governed by Florida Statutes Section 672.508. The seller can cure by making a conforming delivery within the contract time if the seller had reasonable grounds to believe the non-conforming tender would be acceptable, with or without a money allowance. If the seller had seasonably notified the buyer of their intention to cure and the seller then made a further conforming tender within a further reasonable time, they can cure even if the contract time has expired. This principle aims to facilitate commerce and prevent undue forfeiture by the seller when defects are minor and can be remedied. The explanation of the correct answer involves understanding the conditions under which a seller can cure a non-conforming tender, particularly after the buyer has rejected the goods. This includes the seller’s belief in the acceptability of the original tender and the subsequent provision of a conforming tender within a reasonable time, especially after proper notification. The other options represent scenarios that either misinterpret the seller’s right to cure, misapply the timing of performance, or introduce concepts not directly related to the seller’s cure under UCC Article 2 in Florida.

Under Florida’s Uniform Commercial Code (UCC) Article 2, specifically concerning sales of goods, the concept of “acceptance” by a buyer is crucial for establishing a binding contract and triggering the buyer’s obligations. When a buyer receives goods, they have several ways to indicate acceptance. One primary method, as outlined in Florida Statutes Section 672.606, is by signifying to the seller that the goods are conforming or that the buyer will take them despite their non-conformity. Another significant method is by failing to make a rightful rejection after a reasonable opportunity to inspect the goods. This failure to reject, under certain circumstances, implies acceptance. Furthermore, any act inconsistent with the seller’s ownership of the goods, after a reasonable opportunity to inspect them, also constitutes acceptance. For instance, if a buyer uses the goods in a manner that clearly demonstrates they are treating them as their own, rather than merely inspecting them, this would generally be considered acceptance. The question focuses on the scenario where a buyer, after receiving a shipment of specialized industrial components from a supplier in Georgia, uses a portion of these components in their manufacturing process without prior notification to the supplier regarding any alleged defects. This action of using the goods in a way that is inconsistent with the seller’s ownership, following a reasonable opportunity to inspect, signifies acceptance of those components under Florida law. The buyer cannot then reject the used components or claim they were never accepted.

The scenario involves a merchant in Florida entering into a contract for the sale of custom-made ceramic tiles with a buyer from Georgia. The contract specifies that the tiles are to be manufactured specifically for the buyer’s unique architectural project and that payment is due upon delivery. The buyer, after receiving the tiles, claims they do not conform to the agreed-upon specifications due to minor color variations. Under Florida’s Uniform Commercial Code (UCC) Article 2, specifically concerning sales of goods, the concept of “perfect tender” is generally applicable, meaning a buyer can reject goods if they fail in any respect to conform to the contract. However, there are exceptions. For “specially manufactured goods,” the UCC allows for a more lenient standard if the seller has made substantial beginning or commitments for their procurement. In this case, the ceramic tiles are custom-made, indicating they are likely “specially manufactured goods.” The buyer’s claim of minor color variations, especially if these variations do not fundamentally impair the utility or aesthetic purpose of the tiles for the intended architectural project, might not constitute a material breach allowing for rejection under the “substantial performance” or “cure” provisions that can be implied or explicitly stated in contracts for such specialized items, particularly when the seller has acted in good faith. Furthermore, the contract’s stipulation of payment upon delivery does not negate the buyer’s right to inspect and reject non-conforming goods, but the degree of non-conformity is critical. Given the “minor color variations” and the nature of custom-made tiles, a court would likely consider whether the seller has substantially performed their obligations and whether the buyer’s rejection is commercially reasonable. Florida law, following the UCC, emphasizes good faith and commercial reasonableness in contract performance and remedies. The buyer’s recourse might be limited to seeking damages for any proven, material non-conformity rather than outright rejection if the non-conformity is trivial or easily correctable, especially considering the seller’s effort in custom manufacturing. The question tests the understanding of the perfect tender rule’s exceptions for specially manufactured goods and the principles of substantial performance and commercial reasonableness in contract law.

The scenario involves a contract for the sale of specialized medical equipment between a Florida-based distributor, MediCorp, and a hospital in Georgia, PeachState Medical. The contract specifies that MediCorp will deliver the equipment to PeachState’s facility in Atlanta, Georgia, and that title transfers upon delivery. The contract also includes a clause stating that any disputes arising from the agreement will be governed by Florida law. PeachState Medical later claims the equipment is defective and seeks to revoke acceptance. Under UCC Article 2, as adopted by both Florida and Georgia, the place of delivery is a critical factor in determining the governing law for issues related to the goods themselves, such as acceptance and revocation. While the parties attempted to stipulate Florida law for dispute resolution, the performance of the contract, specifically the delivery and inspection of goods, occurred in Georgia. Florida Statutes Section 672.1031(1)(d) defines “delivery” as the voluntary transfer of possession. Florida Statutes Section 672.106(1) defines “conforming” goods. The right to revoke acceptance, governed by Florida Statutes Section 672.608, is typically tied to the place where the buyer takes possession and has an opportunity to inspect. In this case, the delivery and the buyer’s opportunity to discover non-conformity occurred in Georgia. Therefore, Georgia’s Uniform Commercial Code, which generally aligns with the UCC but may have specific nuances regarding remedies or procedural aspects, would likely govern the substantive issues of acceptance and revocation of acceptance, despite the parties’ choice of law clause for dispute resolution. The choice of law clause is generally upheld for contractual interpretation, but substantive issues of performance and remedies related to the goods themselves, especially when performance occurs in another state, can be subject to the laws of the place of performance. The question asks about the law governing the *revocation of acceptance*, which is a remedy directly tied to the condition of the goods upon delivery and inspection, events that took place in Georgia. Therefore, Georgia law would apply to this specific aspect.

In Florida, under the Uniform Commercial Code (UCC) Article 2, the concept of “perfect tender” is a fundamental principle governing the seller’s obligation in a sales contract. Generally, if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may reject the whole. However, this rule is subject to several important exceptions and qualifications. One such qualification is the seller’s right to cure a non-conforming tender. If the time for performance has not yet expired, and the seller seasonably notifies the buyer of their intention to cure, the seller may make a conforming delivery within the contract time. This right to cure is particularly relevant when the seller mistakenly made a non-conforming tender but had reasonable grounds to believe it would be acceptable, and they seasonably notify the buyer. Another significant exception is the installment contract, where a buyer may only reject a non-conforming installment if the non-conformity substantially impairs the value of that installment and cannot be cured. If the non-conformity does not substantially impair the value of the whole contract, the buyer must accept the installment. The question revolves around the buyer’s rights when a seller’s initial tender is non-conforming but the contract is not an installment contract. In such a scenario, if the seller has no reason to believe the tender would be acceptable, and the time for performance has not yet expired, the seller can still cure the defect. Therefore, the buyer cannot immediately reject the entire shipment if the seller has a reasonable opportunity to cure the defect within the contract period. The UCC’s approach balances the buyer’s right to conforming goods with the seller’s ability to rectify mistakes, promoting commercial efficiency.

The core issue here is determining when a buyer’s right to reject goods under Florida’s Uniform Commercial Code (UCC) Article 2, specifically regarding non-conformity, is extinguished. Under Florida Statute § 672.602, a buyer can reject goods if they “fail in any respect to conform to the contract.” However, this right is not absolute and can be lost through various actions or inactions. One significant way this right is lost is by acceptance of the goods. Acceptance occurs when the buyer, after a reasonable opportunity to inspect the goods, signifies to the seller that the goods are conforming or that they will take them in spite of their non-conformity, or does any act inconsistent with the seller’s ownership. Florida Statute § 672.606 outlines what constitutes acceptance. In this scenario, Ms. Anya, after receiving the custom-designed coral sculptures, immediately begins showcasing them in her gallery and advertises them for sale. These actions are unequivocally inconsistent with the seller’s (Coral Creations Inc.) ownership and indicate an assumption of control over the goods beyond mere inspection. By acting as the owner and attempting to resell the sculptures, Ms. Anya has accepted them. Once goods are accepted, the buyer generally loses the right to reject them, although they may still have remedies for breach of warranty. Therefore, her right to reject the sculptures for any non-conformity, even if present, is lost due to her acceptance.

Under Florida’s Uniform Commercial Code (UCC) Article 2, when a buyer rejects goods due to a non-conforming tender, the seller generally has a right to cure the defect if the time for performance has not yet expired. This right to cure is codified in Florida Statutes Section 672.508. The seller must make a conforming tender of the goods within the contract period. If the seller had reasonable grounds to believe the tender would be acceptable, with or without a money allowance, the seller may have a further reasonable time to substitute a conforming tender. In this scenario, the contract deadline for delivery was October 1st. The initial shipment on September 28th was non-conforming. The seller notified the buyer of their intent to cure and attempted to deliver conforming goods on October 3rd. Since the contract time for performance had expired on October 1st, the seller’s right to cure under the initial contract period is extinguished. However, Florida Statutes Section 672.508(2) provides an exception: if the seller had reasonable grounds to believe that the non-conforming tender would be acceptable or that the price would be accepted, with or without a money allowance, the seller may have a further reasonable time to substitute a conforming tender even after the contract time has expired. The seller’s belief that the minor cosmetic flaw would be overlooked, and their prompt attempt to rectify it, suggests they had reasonable grounds to believe the tender would be acceptable or that a cure would be permitted. Therefore, the seller has a right to cure the defect by delivering conforming goods by October 3rd. The buyer’s rejection of the conforming goods on October 3rd is therefore wrongful.

The scenario involves a sale of goods where the buyer, a dental practice in Florida, discovers non-conforming goods after acceptance. Under Florida’s Uniform Commercial Code (UCC) Article 2, specifically Florida Statutes Chapter 672, a buyer who has accepted goods may revoke acceptance if the non-conformity substantially impairs the value of the goods to the buyer, and the buyer accepted them either on the reasonable assumption that the non-conformity would be cured or without discovery of the non-conformity if acceptance was reasonably induced by the difficulty of discovery before acceptance or by assurances of the seller. In this case, the dental practice accepted the custom-made dental chairs without immediate discovery of the ergonomic flaw, which only became apparent after extensive use by patients, leading to documented discomfort and potential long-term patient care issues. This substantial impairment of value, coupled with the difficulty of discovery before acceptance (as the flaw manifested with use), triggers the right to revoke acceptance. Revocation of acceptance is effective upon notification to the seller. The buyer is then treated as if the goods had never been accepted. The seller, “Dental Innovations Inc.,” is based in Georgia, but the sale of goods occurred in Florida, and the contract is governed by Florida law due to the place of delivery and acceptance. The UCC provides remedies for breach of contract, including the right to revoke acceptance. Once acceptance is revoked, the buyer can pursue remedies for breach, such as recovering so much of the price as has been paid and seeking damages for any breach of the whole contract. The question asks about the buyer’s ability to revoke acceptance. The facts clearly support revocation under Florida UCC § 672.608. The non-conformity (ergonomic flaw) substantially impairs the value of the chairs, and the flaw was difficult to discover before acceptance. The dental practice acted within a reasonable time after discovering the non-conformity.

The scenario involves a contract for the sale of goods between a merchant in Florida and a buyer in Georgia. The contract specifies that the goods will be shipped via a common carrier, but it does not explicitly state whether the seller bears the risk of loss during transit. Under Florida’s Uniform Commercial Code (UCC) Article 2, specifically Florida Statute § 672.509, the determination of when the risk of loss passes from the seller to the buyer depends on whether the contract is a shipment contract or a destination contract, and whether the seller is a merchant. In this case, the contract states the goods are to be shipped via a common carrier, and no specific delivery location is mentioned as the point of transfer of risk. This generally implies a shipment contract unless otherwise agreed. For a merchant seller in Florida, under a shipment contract, the risk of loss passes to the buyer when the goods are duly delivered to the carrier. If the seller were not a merchant, the risk would pass upon tender of delivery. Since Mr. Henderson is a merchant, the UCC default rule for shipment contracts applies. Therefore, the risk of loss passed to Ms. Albright when the carrier received the goods in good condition from Mr. Henderson’s warehouse. The subsequent damage to the goods during transit, while unfortunate, does not shift the risk back to Mr. Henderson because the risk had already transferred.

The scenario involves a merchant in Florida who sold goods to a buyer. The contract specified that the goods were to be shipped from Jacksonville, Florida, to Miami, Florida. The Uniform Commercial Code (UCC) Article 2, as adopted in Florida, governs sales of goods. When a contract involves shipment and does not specify a particular place for delivery, the UCC presumes a “shipment contract” unless otherwise agreed. Under a shipment contract, the seller’s obligation is fulfilled when they deliver the goods to a carrier. However, the question implies a potential breach related to the condition of the goods upon arrival. If the contract was a destination contract, the seller would be obligated to tender conforming goods at the destination. The UCC provides for the buyer’s right to inspect goods before acceptance. If, upon inspection, the goods are found to be non-conforming, the buyer may reject them. The concept of “cure” under UCC § 2-508 allows a seller to repair or replace non-conforming goods if the time for performance has not yet expired and the seller has reasonable grounds to believe the tender would be acceptable. In this case, the buyer’s refusal to allow inspection and subsequent rejection of the goods without proper examination, especially if the seller had a right to cure, could constitute a breach by the buyer. However, the question focuses on the buyer’s right to reject based on a perceived defect, and the seller’s subsequent actions. The core issue is whether the buyer’s actions were justified and whether the seller had a viable opportunity to cure. Florida law, following the UCC, generally allows rejection of non-conforming goods. The buyer’s obligation to accept conforming goods arises after inspection. If the goods were indeed non-conforming and the seller had no right or opportunity to cure within the contract’s timeframe, the buyer’s rejection would be proper. The question hinges on the buyer’s right to reject and the seller’s potential breach or lack thereof. The buyer’s rejection is valid if the goods were non-conforming and the seller could not cure. The seller’s duty to deliver conforming goods is central. The buyer’s refusal to inspect and subsequent rejection, if the goods were non-conforming, would be within their rights under UCC § 2-601 (The “Perfect Tender Rule” as modified by common law and UCC exceptions). The seller’s ability to cure is a defense against rejection. If the seller did not have a right to cure, or failed to cure, the buyer’s rejection is sound. The question implies the buyer rejected based on a defect.