UCC Scenario

Legal Memo Acme Box and Container Company v. Long Haul Moving Company In this paper, I will elaborate on the various elements of the commercial transaction between two companies, Acme and Long Haul and offer an opinion as to the evidences of Acme's suit for breach of contract against the other company, Long Haul. Additionally, I will consider Long Haul's possible defenses to the suit. This is meant to show the ways both parties can offer a proper case to the courts.

The essay will provide further insight into current laws concerning UCC. Whether private parties have to adhere to the same regulations and standards. Development of enforceable potentials between the two parties calls for an offer and acceptance, or what business law labels "mutual agreement" and consideration, removing potential defenses. "During the service negotiation or renegotiation, a consumer exchanges a number of contract messages with a provider in order to reach a mutual agreement" (Johnston, 2012, p. 292).

In the scenario the UCC applies and since both parties are companies that buy and sell goods. They are what is termed, "merchants" and the transaction between them involves the sale of merchandise, "boxes" making the transaction a goods contract. A service contract would entail the purchase of services. The supply catalogue from Box Co. can be considered an offer, which Moving Co. acknowledged, placing an order of 5000 boxes on Feb. 16. Nevertheless, businesses frequently view supply catalogues as "invitations to bid," much like advertisements are.

Businesses do not consider these actions, offers. In the UCC or "Uniform Commercial Code," the act of submission of a purchase order may be categorized as an offer. This seller can then reject or accept this offer. Acme Box did accept and made it known their conditions: "because of variation in pigments, seller cannot guarantee the color of imprint of any product." Acme or Box Co. was careful to include all significant terms in a clear quote letting the buyer know the printing could be different from expected.

When buying the boxes, Long Haul also added a conditions term stating: "Strict adherence to terms and samples is required." The problem with this is, it is too vague. Acme sent one sample in and when Long Haul placed the order, they placed a formal offer. Any counteroffers or conditions was taken as acceptance under UCC law. The rigidity of the common law rule ignored the modern realities of commerce.

Where preprinted forms are used to structure deals, they rarely mirror each other, yet the parties usually assume they have a binding contract and act accordingly. Section 2-207 rejects the common law mirror image rule and converts many common law counteroffers into acceptances under 2-207(1) (Helewitz, 2007, p. 47). Long Haul's phone call to Acme on Feb. 1 can be seen by the courts as an offer. Acme's subsequent shipment of boxes may be considered an acceptance.

When Long Haul placed the order after seeing the sample and then added the condition that shipment must be the same as sample, they also enforced what the courts could see as a potential non-negotiable condition that could then remove liability from Long Haul to pay for the boxes shipped. However, UCC states any counteroffers; including conditions, can be seen as acceptance, regardless of conditions. Acceptance then becomes a grey area of interpretation. Under the UCC, an acceptance may be done by any rational means under the conditions.

This signifies that the shipment of boxes from Acme established an acceptance making the contract Long Haul and Acme have, a unilateral contract. Since mirror image rule does not apply in UCC Acme's disclaimer of guarantee of color was most likely not considered as part of the offer Long Haul accepted if the courts decide Acme made the offer.

As Long Haul's acceptance contained a disclaimer of their own, under the UCC, a contract would still have been formed and disclaimers like Long Haul made would be part of the contract as Acme accepted the order or "offer" if the courts decide Long Haul made the offer. If Acme would have objected to the added disclaimer by Long Haul within a reasonable period, then Acme could mount a legal defense stating they objected.

However, this did not happen, so it would most likely go in favor of Long Haul unless the new term Long Haul added was seen as a material variation and thus not part of the contract. A material variation to the facility will discharge the guarantee unless it is apparent, without inquiry, that the alteration is unsubstantial and/or cannot be otherwise than of benefit to the guarantor.

The guarantor itself will be the sole judge of whether it will consent to remaining liable notwithstanding the alteration (Wilken, Villiers & Wilken, 2002, p. 336-337). The real question is who made the offer and who accepted it? If the courts determine Acme or Long Haul, then the appropriate defense will be selected. For example if the courts consider Long Haul's order form, including the terms as an offer, then Acme's acceptance of the contract, including the strict adherence terms would comprise the terms of agreement.

By Acme shipping the goods, they formally accepted the offer, conditions and all. This makes Acme in breach of contract, not Long Haul. Consideration is not an issue here but Statute of Frauds is since the sale of merchandise was priced over $500. Because the merchandise cost was over $500, both parties had to indicate formation of contract for sale of goods that identifies both parties involves and indicates the amount of merchandise or product involved and is signed by the party to be charged.

Long Haul did this by submitting an order form, showing the quantity of merchandise desired. Acme however, did not sign the "contract" and therefore there could be a potential Statute of Frauds issue. Even though Acme accepted the order and sent the product, if they did not sign, then they can use that as part of their defense. B: Performance and Breach: Acme Co. is suing Long Haul Co. because Long Haul declines to pay for the 5000 boxes shipped.

To win, Long Haul must successfully assert that it has no obligation to pay for the boxes because there was a breach in contract from Acme Box Co. By shipping different goods (grey, not black ink on boxes).

Under the UCC Sales Article, an action for breach of the implicit contract of merchantability by a party who sustains personal injuries may be successful against the seller of the product only when "the seller is a merchant of the product involved or an action based on strict liability in torn can also be successfully maintained" (Lanciano, Farrell.