LGS 200 Chapter Notes - Chapter 9: Executory Contract, Browse Wrap, Uniform Commercial Code

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burgundywombat481

21 Mar 2017

School

University of Alabama

Department

Legal Studies

Course

LGS 200

Professor

Apsilah Millsaps

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Document Summary

Contracts relating to services, real estate, employment, and insurance are governed by the common law contracts. Contracts for the sale and lease of goods are governed by the ucc (uniform commercial. Contract- a promise or a set of promises for the break of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty, agreement that can be enforced in court. Objective theory of contracts- a party"s intention to enter into a legally binding agreement is judged by objective facts. What the party said when entering into the contract. How the party acted or appeared (intent may be manifested by conduct as well as by oral or written words). Defenses to the enforceability of a contract: voluntary consent, form. Offeree- the party whom the offer is made. Bilateral contracts- the offeree can accept simply by promising to perform, promise for a promise.

Related Questions

Learning Activity 1

This assignment focuses on UCC contracts.

Scenario: Landmark Company is a US-based business that sells iron tables to retailers in the US. The tables are purchased from individual metalsmiths, from US wholesale suppliers, and suppliers in Mexico.

Landmark ordered by telephone 300 iron tables to be shipped by April 1 from Metal Elements, Inc., another US company. No other sales terms were discussed. Landmark followed up the telephone call with an email to Metal Elements confirming the number of tables in the order and the delivery date, but did not discuss price. Metal Elements did not respond but shipped the tables as ordered to Landmark by April 1 at a price of $700 each, totaling $210,000.

Landmarkâs new Director of Purchasing, Payton Mann, is concerned about whether Landmark is bound to accept the tables from Metal Elements since Landmark had no formal acceptance or written correspondence Metal Elements. Payton is also concerned about the price of the tables which is higher than she had expected to pay. She emails you, one of the Landmark owners, to explain the situation with Metal Elements and to seek your advice about the sales.

Respond to Payton via email including:

A. An analysis and explanation of whether this is a valid contract between Landmark and Metal Elements, and why or why not; suggest to Payton how this situation should be handled;

B. For Paytonâs future information, include in the email a hypothetical situation in which the same facts apply as in the Landmark â Metal Elements order except that, upon inspection, fifty of the tables delivered from Metal Elements were damaged; provide an analysis of Landmarkâs options and suggestions for resolving this situation with Metal Elements.

Sources: Saylor: Advanced Business Law and the Legal Environment

Chapter 8: Formation of Sales and Lease Contracts, Uniform Commercial Code, Contracts for Sale of International Goods (CISG)

Chapter 9: Title, Risk and Insurable Interest

Chapter 10: Performance, Breach of Sales Contracts and Remedies

Chapter 11: Sections 11.1-11.7 (Warranties and Product Liability)

Week 5 Overview

SALES AND LEASE CONTRACTS

Formation of Sales and Lease Contracts, Uniform Commercial Code, Contracts for Sale of International Goods (CISG)

Introduction: Contracts for the sale and lease of goods are based primarily on the Uniform Commercial Code (UCC), rather than common law contract principles. UCC Article 2 and Article 2A govern contract formation for the sale and lease of goods. The goal of the UCC is to provide a relatively simple, straightforward guide to commercial transactions without the formality and inflexibility required to validly form other types of contracts. The UCC has been adopted in all states; Louisiana has not adopted Articles 2 and 2A. Because globalization has increased the scope and number of international sales transactions, the United Nations Convention on Contracts for the International Sale of Goods (CISG) is a model uniform law that applies for those nations that have adopted it.

Title, Risk, and Insurable Interest

Introduction: The UCC addresses and clarifies the concepts of identification of specific goods to a contract, when risk of loss for goods passes from a seller to a buyer, and which party to a sales contract holds an insurable interest in goods. Under the UCC, typically title and risk of loss for the goods in a specific transaction pass from a seller or lessor to a buyer or lessee according to specific terms in the contract between the parties. Parties to sales and lease agreements often have insurance to protect against damage, loss, or destruction of goods.

Performance, Breach of Sales Contracts, Remedies

Introduction: Under a sales or lease contract subject to the UCC, the seller or lessor has the basic duty to transfer and deliver the goods according to the contract terms, and the buyer or lessee has the basic duty to accept and pay for the goods. Parties may also be bound to implied terms based on customs within an industry, or based on prior contracts and dealings between the parties. When a contract is breached, the non-breaching party has available remedies under the law, such as retaining the goods or requiring the breaching party to perform under the contract. As with common law contract principles, remedies are designed to put the non-breaching party in essentially the same position as if the contract had not been breached.

Warranties and Product Liability

Introduction: A warranty is a promise, or guarantee, by a seller or lessor that certain facts are true of the goods being sold or leased. Types of warranties include (1) warranties of title guaranteeing that the goods have clear and valid title, (2) express warranties promising specific facts about the goods, and (3) implied warranties of merchantability, or fitness for a particular purpose. A warranty creates a legal duty for the seller or lessor; a non-breaching party can recover damages for breach of warranty(ies). Because warranties are associated with the sale or lease of products, breach of warranty claims are a part of product liability claims and manufacturers and sellers of goods can be held liable for breach of warranty for defective products. Warranties are subject to regulation under the UCC, product liability tort law, contract law, and the Magnuson-Moss Warranty Act.

Comparison of Common Law vs. UCC Contracts

Introduction: Common law contract principles are stringent, specific, relatively rigid and rules-laden, and require clarity in the formation and performance of agreements. Common law contract rules focus on protecting the rights and interests of parties to an agreement. UCC contract principles are more flexible, looser, permit implied terms in agreements, focus on âkeeping the deal togetherâ, and expediting business transactions. The UCC rules rely on prior dealings between the parties, customs within an industry, and reasonableness to complete contracts that may have omitted or implied terms. Both common law and UCC principles are based on fairness for the parties, and provide remedies, such as compensatory damages or specific performance, for contract breach. The goal of remedies for breach under both common law and the UCC contracts is to restore the non-breaching party to essentially the same position as if there had been no breach.

TRUE or FALSE

1.The UCC requires application of the "mirror image" rule in cases where contracts for the sale of goods are made by exchanging forms.

2.A contract generally comes into existence and becomes binding at the moment the parties have reached an agreement on all material provisions, although they may intend to later write down the terms of the agreement.

3.An acceptance must be in writing.

4.If an authorized means of acceptance is expressly present, any attempt by the offeror to accept by a non-authorized means is effective upon dispatch.

5.A bilateral contract is a promise for a promise.

6. If one or both parties to a form contract are non-merchants, the additional terms proposed by one of the parties are treated as:

	a.	revocation.
	b.	void.
	c.	expressly conditional.
	d.	proposals for addition to the contract.

7. Under the UCC Rule 2-207 for the sale of goods when a contract is made by the exchange of forms, when the acceptance form has terms additional to or different from the offer:

	a.	a contract can result but the differing terms may not be part of the contract.
	b.	no contract will result because the acceptance form will not be considered as a counter-offer.
	c.	a contract can result and the differing terms must be included as part of the contract.
	d.	no contract will result because the acceptance form will be considered as a counter-offer and thus an implicit rejection of the offer.

erineagle120

True or False:

1. The Uniform Commercial Code is more flexible than common law.

2. Where there is a unilateral contract, there is no enforceable contract until the offeree performs the action requested by the offeror.

3. A contract is an implied contract when the parties directly state the contract terms at the time the contract is formed.

4. (Please Note: There may be more than one correct answer)

Jerry's Juice Joint verbally sends Mango Mart an order for 20 cases of mangos at $100 per case. Mango Mart sends Jerry's Juice Joint an acknowledgment form accepting the order. Using the concepts discussed in this chapter, identify the type of contract between Jerry's and Mango Mart.

	a.	The parties are merchants.
	b.	The agreement is governed by the UCC.
	c.	The contract is executory until Mango Mart delivers the goods and Jerry's Juice Joint pays for them.
	d.	The parties have formed a valid, express, bilateral contract.

5. Which of the following is correct concerning the definition of "merchant" by the UCC?

	a.	It deals only with non-professional sellers.
	b.	It always imposes the same standard on merchants and non-merchants.
	c.	It regards everyone covered by the UCC as a merchant.
	d.	It sometimes imposes a higher standard of behavior on merchants than non-merchants.

6. Ben makes an agreement with Seth which requires Seth to steal Professor Thomas' laptop computer so that Ben will have access to the homework and tests for his business classes. The agreement between Ben and Seth is a ___________ contract.

	a.	voidable
	b.	void
	c.	valid
	d.	enforceable

7. Justin is 15 years old. He goes to a T-Mobile store and enters into a cellphone contract. The agreement is:

	a.	executed.
	b.	voidable.
	c.	unilateral.
	d.	void.

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LGS 200 Chapter Notes - Chapter 9: Executory Contract, Browse Wrap, Uniform Commercial Code

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