Case Scenario Grocery, Inc.

¶ … Universal Commercial Code does apply because the vendors are supplying goods and products to the stores. "Many of the Code's provisions apply only to merchants or to transactions between merchants" (Mallor, 2003). It is possible that common law contracts might also apply. However, for any issue that arose to be governed by common law rather than the Uniform Commercial Code, it would have to concern a service to be provided by the vendor, and not the vendor's product.

Often when there is a mixture of both service and product involved in a legal dispute, in the case of commercial transactions, the UCC will take precedence if the service component is merely incidental to providing the goods. There are at least three separate issues here. The first concerns whether or not it was specified in the contract between grocery, Inc., and Masterpiece Construction that Masterpiece was not to subcontract or delegate any work. The second concerns specific time and quality performance requirements written into the contract.

The third concerns whether Masterpiece could expect relief based on commercial impracticability. Regarding the first question, because Grocery, Inc., brought action based on the subcontract, it is at least likely that the contract specified either no subcontractors were to be involved, or that it was to be notified of any subcontracting, and possibly had reserved the right to relief if it did not approve the subcontractor; that is unknown specifically, however.

The second concern is likely; had Masterpiece not been looking at sanctions for failure to fulfill its performance requirements under the contract, it might not have employed a subcontractor. Because Masterpiece was apparently seeking to prove that it was needful for it to subcontract due to commercial impracticability, it is also safe to assume that Masterpiece was in breach of the contract, and knew it was in breach of the contract. However, whether commercial impracticability applies is tenuous at best.

While it is a legitimate excuse for breaching a contract, "The impracticability must be caused by an unexpected contingency that affects or creates conditions that neither party contemplated, such as a natural disaster, war, or shortage of materials caused by an embargo" (Insurance.cch.

Web site) Unfortunately for Masterpiece, it would have a hard time proving that an event such as those caused its increase in jobs; more likely, its own sales and marketing efforts caused the increase in jobs so its being overscheduled was its own responsibility, and not a matter of an act of God, nature, politicians and so on. 3. There are a few possible outcomes.

First, because the buyer was underage at the time of the transaction, as long as he proceeds to disaffirm the contract within a reasonable length of time, which is often construed as one year after reaching majority, it is likely that it can be voided (Freeadvice Web site). However, because Jeff had use of the automobile and was making payments on it, it is unlikely he will be awarded any of his money back.

He has 'consumed' a certain amount of the car's useful life and, if anything, he had proceeded in a fraudulent manner. Had he not lost his job, however, it is unlikely he would have wanted to disaffirm the contract, and would have continued to pay for the car, so it is unlikely that he could be charged with fraud as there was no intent to defraud. 4. Grocery's rights under contract law are limited to securing the best outcome in the current circumstances.

The reason for this is that "The idea of contract flexibility is embedded in general contract law theory....(which) leads to a preference for laws that provide background rules, playing a default or gap-filling function in a contract relationship. A default rule applies if the parties do not agree to the contrary" (Tasini, 1998). In the case of the Cereal/Grocery dispute, it is apparent that neither party can agree to what should be done.

Further, in this case, Cereal actually could rely on the principle of commercial impracticability; it was not through its own fault that a flood damaged a great amount of its product. It would, therefore, be within its legal rights to cancel the contract altogether, or, if it saw fit, to substitute a different product for the one that was ruined in order to fulfill the terms of its contract. The fact that Grocery had requested a different shipment than.