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Given the omnipresence of these concepts in the UCC, it is not possible to define
specifically what would be deemed reasonable in all of the particular circumstances that might
2 UNIT FOUR: DOMESTIC SALES & LEASE CONTRACTS
3. Why does the UCC protect innocent persons (good faith purchasers) who
buy goods from sellers with voidable title but not innocent persons who buy goods from
sellers with void title? The concept of the good faith purchaser reflects the UCC’s emphasis
on protecting innocent parties. Suppose, for example, that you innocently and in good faith
But another ethical issue is raised when the purchaser of goods is not quite so innocent.
Suppose that the purchaser has reason to suspect that the seller may not have good title to the
goods being sold but nonetheless goes ahead with the transaction because it is a “good deal.”
4. Review the UCC provisions that apply to the topics discussed in Chapters 20
through 23. Discuss fully how various UCC provisions, excluding the provisions
discussed above, reflect social values and ethical standards. The concepts of good faith
and commercial reasonableness permeate the UCC. They are thereby read into every sales and
This feature reviews these obligations as they occur in circumstances subject to the
UCC’s provisions governing open terms, output and requirement contracts, commercial
impracticability, good faith purchasers, unconscionability, and warranties. Every other provision
2 UNIT FOUR: DOMESTIC SALES & LEASE CONTRACTS
3. Why does the UCC protect innocent persons (good faith purchasers) who
buy goods from sellers with voidable title but not innocent persons who buy goods from
sellers with void title? The concept of the good faith purchaser reflects the UCC’s emphasis
on protecting innocent parties. Suppose, for example, that you innocently and in good faith
But another ethical issue is raised when the purchaser of goods is not quite so innocent.
Suppose that the purchaser has reason to suspect that the seller may not have good title to the
goods being sold but nonetheless goes ahead with the transaction because it is a “good deal.”
4. Review the UCC provisions that apply to the topics discussed in Chapters 20
through 23. Discuss fully how various UCC provisions, excluding the provisions
discussed above, reflect social values and ethical standards. The concepts of good faith
and commercial reasonableness permeate the UCC. They are thereby read into every sales and
This feature reviews these obligations as they occur in circumstances subject to the
UCC’s provisions governing open terms, output and requirement contracts, commercial
impracticability, good faith purchasers, unconscionability, and warranties. Every other provision
