BUS 311 Business Law
Instructor: Janet Fiorentino
As the manager of Acme Fireworks, I need to gather information to help the owner determine whether or not he should continue to be a sole proprietorship or if he should switch to another business entity. I will help him do so by explaining each entity and how they relate to his business situation. I am the manager of Acme Fireworks, a fireworks retailer who sells fireworks, puts on ground display fireworks, and large aerial display fireworks. The company started in the owner’s garage two years ago and now has 15 employees that you manage. The company started as a sole proprietorship, and the owner has never changed the entity. The owner has informed me that the company has received inquiries from several large businesses wondering if the company could create several fireworks displays on a regular basis. The owner told the inquirers that the company could fill such display orders, and a price per display was agreed upon. It was discussed that most of the cost for a fireworks display is for skilled labor, insurance, and the actual service of setting off the fireworks. No other details were discussed. The owner is anticipating that new employees will need to be hired, but he is worried that if the large orders for fireworks displays do not continue, the company will not have the funds to pay the new employees. The owner is now considering changing the business entity, but he does not know what entity to form or how to form it.
The owner has asked me to do the following:
Determine if the contracts with the businesses will be governed by common law or the Uniform Commercial Code (UCC), and explain why. Analyze whether the owner formed a contract with the businesses, and apply the five essential elements of an enforceable contract. Explain the potential personal liability to Acme Fireworks if a spectator is injured by a stray firework from a fireworks display. Discuss the different employment types and relationships relevant to agency law, and analyze the advantages and disadvantages of each type specific to Acme Fireworks. Explain why Acme Fireworks should not operate as a sole proprietorship. Recommend a new business entity, and provide rationale to support your recommendation. To address the first concern the owner’s contract should be Uniform Commercial Code (UCC) rather than Common Law due to the following: “Contracts law principles in general are uniformly understood and applied across the United States. Contract Law is governed by the common law and the Uniform Commercial Code (UCC Contracts vs Common Law Contracts, 2014).” “Common Law would lead to rejections if any changes were made to the contract (quantities, counter offers, etc.). Its terms include quantity, price, performance time, nature of work and identity of offer. Common Law does not allow revoking of the option contracts” (UCC vs Common Law, 2014). “Common Law is primarily used in real estate and the law is made by the decisions of judges in individual cases” (Rogers, 2012). “In Uniform Commercial Code (UCC) minor changes do not have any impact and the original contract does not get canceled. The quantity is the main focus of the term in UCC. Offers made by a firm are irrevocable if the deal is made in writing in UCC” (UCC vs Common Law, 2014). “Uniform Commercial Code is a statutory law for certain types of commercial transactions, including sales of goods, which has been adopted by all 50 states. Many of its rules are similar to Common Law, but it contains important differences” (Rogers, 2012). After reviewing both types of contracts I would advise the owner of Acme Fireworks to enter into a Uniform Commercial Code contract rather than a Common Law contract because it is a better type of contract for commercial needs. The next thing I am supposed to do is to analyze whether the owner formed a contract with the businesses, and...
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LLC Basics. (2014, 12 1). Retrieved from Nolo: http://www.nolo.com/legaencyclopedia/llc-basics-30163.html
Rogers, Suzy. (2012). Essentials of Business Law. San Diego : Bridgepoint Education Inc.
The Basics of Sole Propreitorships. (2014, 12 1). Retrieved from Entrepreneur: http://www.entrepreneur.com/article/77798
UCC Contracts vs Common Law Contracts. (2014, 12 1). Retrieved from The Presser Law Firm: http://www.assetprotectionattorneys.com/legal_business_counsel
UCC vs Common Law. (2014, 12 1). Retrieved from Differences Between UCC and Common Law: http://www.differencebetween.net/miscellaneous/politics/
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