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RE: Clean Sales Contract
1. Was a Contract created between Clean and Pros under the UCC
The basic elements of a contract are offer, acceptance, consideration, and the writing requirement (Chapter 8, Introduction to Sales and Leases, 2012). An offer is a partys expression of its intention to contract with another under certain terms and for a certain consideration. Pros email to Clean requesting the seller to deliver six cases of Carpet Re-New cleaning product for $200 per case to Pros warehouse before 1st April 2019 symbolizes a valid offer, with definite terms. The UCC, unlike Common Law, does not require definiteness for an offer to be valid. As such, under Section 2-204 of the UCC, Pros offer would have been valid even if it had open terms such as if it did not specify the price and place of delivery (Chapter 8, Introduction to Sales and Leases, 2012).
Under Common Law, Clean would have been required to accept the offer in writing and send a response email to Pros to signify acceptance. Section 2-207 of the UCC, however, eliminates the need for writing, expressing that the conduct of the parties recognizing the existence of a contract sufficiently signifies acceptance and establishes a contract of sale (Chapter 8, Introduction to Sales and Leases, 2012). Clean did not respond to Pros email, but acted by making a delivery to Pros within the stipulated timeframe, and Pros accepted the same. The conduct of the two parties signified acceptance and established a contract of sale. Section 2-201 requires writing for a contract of sale exceeding $500 to be enforceable. Under S2-201, therefore, the current contract, which is worth $1,200, is voidable (Chapter 8, Introduction to Sales and Leases, 2012). However, subsection 3(c) of S2-201 expresses that a contract that does not satisfy the writing requirement above is still enforceable if the goods in questions have been received and accepted by the buyer or if payment for the same has been made (LII, Scope, n.d.). Under the UCC, therefore, a valid contract of sale was created between Clean and Pros.
2. What are the rights and obligations of Pros following inspection?
The contract between Pros and Clean was a delivery contract, implying that the title of the goods passed when Clean made the delivery of cleaning products at Pros place of business (Chapter 12, Title and Risk of Loss, 2012). Pros has three main obligations upon receiving the delivery: to inspect,...…the rights and obligations of Clean following delivery and Pros inspection of the goods?
The contract between Clean and Pros is a destination contract. In a destination contract, the seller has a general duty to deliver the goods to the buyers destination within the agreed timeframe and in conformity to the terms of the contract (Chapter 10, Performance and Remedies, 2012). Clean made its delivery to the agreed destination and within the required period. However, the goods were found to be non-conforming upon Pros inspection. In this case, Clean breached the sales contract, but has a right to cure under UCC S2-508 (Chapter 10, Performance and Remedies, 2012). Upon receiving notice of Pros rejection, Clean has an obligation to notify Pros of its intention to deliver a conforming delivery within the most reasonable period and without causing the buyer unreasonable inconvenience (Chapter 10, Performance and Remedies, 2012).
Pros rejection of the goods reverts the ownership of the goods to the seller and imposes upon Clean the obligation to give reasonable instructions with regard to the rejected goods, including details of shipment back to the seller (M.E. Dey & Co., 2018). Cleans failure to give instructions within a reasonable period gives the buyer the right to…
References
Chapter 8. Introduction to Sales and Leases (2012). Saylor Academy. Retrieved from https://saylordotorg.github.io/text_advanced-business-law-and-the-legal-environment/s11-introduction-to-sales-and-leas.html#mayer_1.0-ch08
Chapter 10. Performance and Remedies (2012). Saylor Academy. Retrieved from https://saylordotorg.github.io/text_advanced-business-law-and-the-legal-environment/s13-performance-and-remedies.html
Chapter 9. Title and Risk of Loss (2012). Retrieved from https://saylordotorg.github.io/text_advanced-business-law-and-the-legal-environment/s12-title-and-risk-of-loss.html
LII (n.d.). Uniform Commercial Code Section 2-101. Short Title. Legal Information Institute (LII). Retrieved from https://www.law.cornell.edu/ucc/2/2-101
M.E. Dey & Co. (2018). Transfer of Title and Risk of Loss. M.E. Dey & Co. Retrieved from https://www.medey.com/wp-content/uploads/2018/06/A-Title-to-goods.pdf
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