Solved by a verified expert :MODULE
II
The
completion of UCC contracts….

Recall
the questions presented in Module I. Consider the application of forming a
commercial contract.
In
forming a commercial contract, express provisions are important. The UCC deals
with two sophisticated merchants. It is important to understand as a business
manager that you have an obligation to set forth the terms of your deal or
transaction. The UCC will hold you to the task of writing and signing off on
deals that are over $500.00. Yet, there are instances where the fast-moving
world in which we operate might call for an e-mail agreement, or even oral
provisions that shape a written agreement. REMEMBER! There is no substitute for
written requirements, but between two merchants (that means any two companies,
an oil company and a clothier seller, or Pepsi Cola and HEB Foods, etc.) there
are course of dealing or usage of trade considerations—review those terms and
know what they mean. Be able to apply them. Further, Gap fillers are extremely
important under the UCC regarding sales and commercial contracts—a battle of
the forms, if you will. This involves where two merchants leave silent
essential terms in an agreement. In some instances, the UCC will supply missing
terms to complete and effectuate the contract.
Make
sure you understand shipping and title considerations under the UCC as to
merchants and transporters. Who bears the Risk of Loss?
In
relation to this concept, we look to breach of contract and remedy requirements
as to two commercial parties.
Important,
students should have a working knowledge of what a manager for a seller or
buyer has an obligation to do regarding goods. These include inspection and
warranty requirements, acceptance or rejection of terms, rights to cure a
breach, and other particularized remedies to buyers and sellers. Students
should review these and know them well.

Application:
Gordon
Lefter is a manager for Oiltera LLC, a cotton seller in New Mexico. Oiltera
sends a contract request for steel gins to Pompei, Inc., an Italian manufacturer.
The contract from Lefter to Farina Jacques stated that Oiltera would purchase
7000 steel gins from Pompei delivered to port 87354_ in Galveston, Texas and to
come to Eunice, New Mexico via shipping company JackWheel Freight, a
sole-proprietorship.
Discuss
how this contract might be completed of it is signed by all parties, but
Oiltera leaves out a price term. What other essential terms might be missing
from this agreement? Are gap fillers available to remedy such missing terms?
What type if so? If not, why?
What
would happen if Pompei sent a response to Oiltera’s original e-mail stating “to
deliver on August 31, 2015.” Yet, Oiltera never responded and then sued Pompei
for delivery on August 31, 2014?MODULE IIIThe concepts of Business
Organizations and Agency in a commercial contract settingIntroduction…There is no more important
concept than understanding a manager’s role in an organization and his or her
authority, as well as the role and authority of others in an organization. Take
a moment and try to answer the following questions:1. A is an agent for ZYZ Company, A is a janitor, can A bind ZYZ to a
contract?2. Does your answer change if the contract is for cleaning supplies?
Why or why not?3. If A of BRD INC. seeks to sell $1000 worth of BRD INC’s product,
what might happen if Amy Gill of Putin Louse Ltd. enters in to a contract but
does not inquire past a general business card held by A that reads, “A. BRD
INC. employee”?We will review answers from
Module I, II, and III next week, as well as have a practice exam to look toward
a mid-term a few weeks away.Keep up with the reading
and contact me at[email protected]if you have any questions.