Scenario: Grocery, Inc., is a retail grocery store chain based in Any State, U.S.A. Grocery has stores throughout the United States. Grocery has written contracts with many different vendors to purchase the products they sell in their stores. Vendors range from individuals to international corporations. Tom Green works as the produce manager for the store in My Town, U.S.A. Jeff Fresh, 17 years old, is spending his summer vacation working for Tom in the produce department. Assignment: Using the scenario above, give detailed answers to the following questions: 1.
Does Article 2 of the Uniform Commercial Code (UCC) apply to the contracts between Grocery and its vendors? Do common law contracts apply? Explain, in detail, why or why not. Your answer should compare and contrast common law contracts and UCC Article 2 contracts.
The Uniform Commercial Code (UCC) Article 2 "applies only to contracts for the sale of goods" (Mallor 228). The definition of goods is defined as goods that are "tangible, movable, or personal property." (Mallor 228) However, UCC Article 2 "does not apply to service contracts." (Mallor 229). Contracts established for the sale of services or intangible items are therefore governed by the common law of contracts while the sale of tangible goods is covered by the UCC. Therefore, which set of laws applies depends on the nature of the contract. In this case the UCC would apply to contracts that establish actual sales, or ones that establish standards for the way in which sales will be conducted. For instance, Grocery might have a contract with its produce vendor that covers all aspects of a normal contract like shipping and payment terms. This contract would then apply to all future orders from the produce vendor and would be covered under UCC on a per-order basis. However, a contract with a vendor that stocks the shelves themselves, such as a specialty chocolate company that stocks bulk bins that are owned by the vendor would be covered under common law. In such a situation the store acts as an agent for the sale of the product and then retains a portion of the sales income, resulting in a mutual service contract that is covered under common law.
Grocery contracted with Masterpiece Construction to renovate the store on Main Street in My Town. Masterpiece, unable to complete the renovation within the six-month time limit due to a sudden increase in jobs, sub-contracted the entire job to Build Them To Fall. Grocery was unaware of the sub-contract. When Grocery realized (due to the poor quality of work) that Build, not Masterpiece, was handling the renovation, Grocery petitioned the court for an injunction and then sued Masterpiece for breach of contract and specific performance. Masterpiece argued that it had a right to delegate the duties of the contract, or in the alternative, to discharge the contract due to commercial impracticability. Who wins? Explain your answer.
The question that needs to be asked here is whether or not the contract has clause which specifies whether or not Masterpiece Construction can sub-contract the renovation or if they must perform the work. The answer to that question determines whether Grocery has a valid case. In this circumstance Grocery has a good chance of winning the suit for specific performance but not necessarily for breach of contract. If the contract specifies that Masterpiece is to perform the work, then Masterpiece would be responsible for breach of contract. If that is not stated then Masterpiece had the right to delegate the work to a third party without penalty. However this does not excuse Masterpiece from being liable for the renovation. When Build Them To Fall accepted the job from Masterpiece, they also assumed the liability, which means both companies are equally liable for the quality of work. The only way Masterpiece can lose the title of obligor and not be considered liable for specific performance is to be discharged from performance by...
References: Estoppel. (2007, February 22). In Wikipedia, The Free Encyclopedia. Retrieved 23:53, February 22, 2007, from http://en.wikipedia.org/w/index.php?title=Estoppel&oldid=109949340
Novation. (n.d.). Merriam-Webster 's Dictionary of Law. Retrieved February 22, 2007, from Dictionary.com website: http://dictionary.reference.com/browse/novation
UCC: uniform commercial code (2005). Cornell Law School. Retrieved February 22, 2007, from http://www.law.cornell.edu/ucc/2/2-319.html
Mallor, (2003) Business law: the ethical, the global, & the e-commerce environment (12th ed.), The McGraw-Hill Companies
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