IHI 104.doc



A merchant is a person or persons that are engaged in the purchase of a sale of some type of commodity or service for profit.
The UCC defines good faith for all parties as honesty in the process of buying and selling.
The UCC defines good faith for Merchants as honesty in fact and the observance of reasonable commercial standards of fair trade.
An example of a good faith requirement is a farmer and a grocery vendor in which they contract is for x of fresh tomatoes delivered on Monday and paid y. The expectation is of freshness and quality.
With regard to good faith, the restatement provides greater or more explicit guidance about certain actions in the contract, and the penalty if good faith is violated.
Conditions are sets of guidelines that formulate definitions for contracts.
An express condition is one clearly stated in specific terms that something must occur; that conditions must be followed to the letter.
An example of an express condition would be Jones agrees to ship widgets to Smith. Smith must return them or pay for them, but the duty is B to pay if satisfied.
An implied condition is a condition usually enforced by legal means even if not expressly included in the contract.
An example of an implied condition would be if Jones agrees to ship gloves to Smith as quickly as possible, but they do not arrive until after the cold season, the order may be legally canceled even if the exact ship date or “time is of the essence” is not included in the order.