United States Has Had Varying Sales Laws Term Paper
- Length: 7 pages
- Sources: 1
- Subject: Business - Law
- Type: Term Paper
- Paper: #23945352
Excerpt from Term Paper :
United States has had varying sales laws across its states thus making interstate sales contracts difficult to initiate and monitor. In this regard, following the increasing complexity of these contracts, attempts were made to create a multidisciplinary body of regulations regarding business transactions; this led to UCC's formation in the 1940s. Therefore, this paper highlights scenarios where the regulations outlined in the UCC are applicable.
Maurice Suing the Developer
Merely because the developer plans to adjoin his property with Maurice's does not make Maurice liable to sue him. By acting upon the developer's claim, Maurice is likely to sue for reliance; the promise that once the developer's property comes next to his, he will reap benefits but the developer changes his position. Maurice's reliance is not reasonable since he never had a contract with the developer; by the basis of adjoining his property with Maurice does not make the developer obliged to pay Maurice for reliance after rejecting the proposal to adjoin his land with Maurice's property.
According to Article 2 of the UCC, for a contract to be formed, there must be mutual assent between the parties concerned. As outlined in this article, mutual consent is reached following the issuance of an offer and acceptance of the offer by the offerees. However, the consent may exist even when identification of the process is impossible; objective theory of contracts is thus used to determine if there is mutual agreement between the parties. In this regard, Maurice was led to believe the words of the developer while the words are easily interpreted by a reasonable person to bring different meaning not necessarily what the developer subjectively meant. In addition, for a contract to be initiated between two parties, they must demonstrate their intent to be bound by the K. However, if the parties, by statement or conduct, show their intent not to be bound by the K, there is no contract.
Reliance damages are usually paid for promissory estoppel claims, but are also awarded in traditional contract breaches. Suing for reliance is reasonable because even there is no bargain principle in the agreement; one party relied on a promise and incurred losses in regards to the extent of their reliance. However, before a party is compensated for reliance, they must prove the damages incurred with reasonable certainty; guessing how much they have lost does not guarantee payment of reliance. Thus, from the above discussion, Maurice's arguments to sue the developer are baseless since they never entered into a mutual agreement even though the developer had an offer (Kubasek, et al., 2012). Besides, he does not incur any damages due to the change in plans by the developer; he sees the proposed adjoining by the developer as beneficial only to him without notifying the developer of the land owner. This does not make him liable to reliance damages as he proclaims according to the law. Based on the facts of the situation above, Maurice must show that without the developer's promise, he would not have built the swimming pool and incurred unprecedented losses.
Marge Suing the T-shirt Seller
Misspelling of the school name is a defect that occurred during the production process due to substandard workmanship. This design defects is inherently useless hence defective and no matter how carefully manufactured, the product fails to satisfy the consumer expectations. Thus according to section 2-601 of the UCC, Marge is liable to reject the goods if they fail in any way to conform to the contract's provisions.
Section 2-601 of the UCC outlines that for non-unilateral contracts; buyers are obliged to reject the delivered goods if the delivery fails to meet the contract's expectations. Besides, the purchasers may as well accept the products and pay in accordance with the contract. Therefore, legal institutions ascertain that Section 2-601 is a statutory restoration of the perfect tender rule; in this regard, purchasers fear buyers rejecting their goods and would not tempt offer buyers defective goods. Marge is thus supposed to be provided with high quality products according to the contract she signed with the seller. Moreover, under strict liability, the manufacturer is liable if the product is defective, even if the manufacturer was not negligent in making that product defective.
However, according to UCC 2-601, proper rejection does not entail refusal to accept the goods, but also notification to the buyer. In addition, failure to accept the goods when they should is wrongful as outlined under Section 2-703 of the UCC; if the goods should have been rejected, but notice was improperly given, then the rejection is said to be ineffective. Marge does not violate these provisions since she refuses to accept the goods since they are defective; the school's name is misspelled which goes against the contract's requirements and Marge is has a right to reject the delivery.
Since Section 2 of the Third Restatement requires the plaintiff to provide a reasonable alternative design to the product in question, Marge can ensure this by showing her original T-shirt printing idea which the manufacturer failed to deliver. In showing the alternative design, she is not obliged to offer a prototype product; she must only show that the proposed alternative design exists and is superior to the product in question. Moreover, there are numerous authorities in many jurisdictions to support buyers' absolute right of rejection as a rule of law. For example, in DeJesus v. CAT Auto Tech Corp., a New York court upheld the buyer's rejection of the deliveries since the paper used in making certificates for the employees was different, and the chosen sample contained a decorative border, whereas the finished product did not.
Likewise, in KCA Electronics, Inc. v. Legacy Electronics, Inc., a New York court upheld that because 6% of the deliveries were lacking uniform features; a sufficient evidence for the buyer to reject the whole delivery. Moreover, Texas Imports v. Allday, the parties signed a contract for delivery of 49 cattle; a court ruling found ten of the cattle unhealthy which was enough evidence for the rejection of the 49 cattle. In line with this, a car buyer was allowed to reject tender of a car that lacked a spare tire; in making a ruling, the court ascertained the buyer a travelling salesman who was always on the move and a spare tire was essential for his safety.
Firm Offers under the UCC
Firm offers are offers issued by merchants to either buy or sell goods while instigating to maintain the offer for a valid period of time without consideration if signed by the offerors, and are irrevocable for the time stated which should be no longer than 3 months if the timeframe is stated in the contract.
As outlined under the UCC, firm offers are binding proposals initiated for a given duration of time either to sell or buy. In addition, the acceptance of a firm offer is vital in getting into a contract by the parties involved thus committing them to the agreement. In line with this, offers must be relayed to the offerees, show and indicate longing to enter into an agreement with the offerees while outlining the terms and consideration for the contract. Besides, the offer should initiate a rational awareness that once the offer is accepted, the deal is binding.
In addition, Article 2 of the UCC states that, as long a merchant has signed a written offer assuring the offerees it will remain open; the offer remains irrevocable for the outlined durations or a rational timeline of no more than 3 months. According to UCC, agreement necessary to start a contract exists even if the moment of its making is undetermined [UCC 2-204(2)]; this is known as a firm offer. Therefore, the main aim of UCC is to influence a merchant's intent to bind to a firm offer. In this regard, whenever a firm offer is enclosed in a form contract issued by the offerees, a separate assurance is signed otherwise, the offerors may accidentally sign the contract without realizing the firm offer is included, thus violating the rule's objectives.
Additionally, accepting offers to buy and sell goods are supposed to be initiated via reasonable procedures using rational means. In line with this, a positive response from the offerees is an indicator of acceptance of the offer thus, a contract is formed even if the response advocates for additional terms. However, the offerees extra terms are taken as proposals with the contract formed based on the offerors terms, unless the parties initiating the contract are both merchants. In addition, excluding output and requirements contracts, other firm offers in contracts are not enforceable past the quantity of goods outlined in the writing. Moreover, other terms are proved via verbal testimonies and often, terms not agreed on are supplied by open term provisions of Article 2.
In any contract, the firm offer can be held for a maximum period of 3 months but where the UCC is silent, the common law still controls the contract's provisions.…