A material breach by the seller will discharge the buyer from his obligations under a
contract.
The Code requires that the affirmations, promises, or descriptions the seller makes be
relied on by the buyer to be an express warranty.
Under the RMBCA, a pre-incorporation subscription may be revoked at any time
without the consent of the subscribers.
Demrow Co., which contracted to buy 400 fishing poles from Royal Industries,
anticipatorily breached the contract. Royal may proceed to identify to the contract
conforming goods in its possession so that it can exercise the remedy of resale of the
goods.
“Capital surplus” would be credited with the excess received over par value for shares
issued by the corporation.
A limited partner owes a duty of care to the partnership similar to that of a general
partner.
What are the consequences of a defective incorporation?
It remains unclear under the law whether a limited partner has a fiduciary duty to his
general partners or to the limited partnership.