Contract Law Assignment: North Carolina Contract Law and UCC Analysis

This contract law assignment delves into various aspects of contract law, including the implications of a breach of contract under North Carolina's Unfair and Deceptive Trade Practices Act, and the applicability of the Uniform Commercial Code (UCC) versus common law. It examines the distinctions between implied, quasi-contracts, and promissory estoppel, providing advice on real property transactions. The assignment also explores the elements of a contract, the legal significance of offers, and the concept of acceptance. Furthermore, it addresses issues related to contract formation, including the statute of frauds, the doctrine of impossibility, and accord and satisfaction. The analysis extends to non-competition and non-disclosure agreements, as well as potential issues with contract enforcement, and the parol evidence rule. The assignment is well-researched, with appropriate legal citations.

Running head: CONTRACT LAW
Contract Law
Name of the Student
Name of the University
Author Note

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1. Assume the evidence shows, without more, a breach of contract. Will such a breach
support a cause of action for Unfair and Deceptive Trade Practices pursuant to N.C. Gen. Stat. §
75-1.1? Why or why not? Cite to authority.
No a Breach of contract is not merely capable of supporting a cause of action under Unfair and
Deceptive Trade Practices pursuant to N.C. Gen. Stat. § 75-1.1. This is because a three part test
needs to be satisfied for bringing a claim which has the elements of an deceptive or unfair act ,
(2) which is affecting commerce and through which the injury has been caused as provided in
Nucor Corp. v. Prudential Equity Grp., LLC, 189 N.C. App. 731, 738, 659 S.E.2d 483, 488
(2008). A mere breach of contract without the other elements is not enough for a cause of
action1.
2. What is the difference between the common law of contracts and the UCC in terms or
origin and applicability?
Common law has originated from case laws and precedents from the previous decisions of the
courts and Uniform Civil Code has been enacted by the government. Common law is applicable
on contract within insurance, real estate, services, employment and intangible assets. On the
other hand UCC is applicable on contracts within Tangible objects and goods such as a car.
3. What is the difference between an implied, or quasi contract and promissory estoppel?
1 Nucor Corp. v. Prudential Equity Grp., LLC, 189 N.C. App. 731, 738, 659 S.E.2d 483, 488 (2008).

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A promissory estoppel comes into the context when there is no contract between the parties and
there is only a promise relying upon which one party has suffered losses. Quasi contract comes
into the context when there is a actual contract between the parties which has been partially
complied and the party can claim for the partial completion.
4. Your law firm specializes in real property transactions. A client comes to you and says
that he tried to sell his home using a for-sale-by-owner website. Your client drafted his own
warranty deed and deed of trust, but the buyer refuses to go through with the closing, alleging
that these documents are too indefinite to be binding. Your client did some research on the UCC,
and is aware that it is much more flexible than the common law of contracts.He wants to know if
N.C. Gen. Stat. § 25-1-103 may be used to supply the missing terms. What does your firm advise
your client and why? Cite to authority.
My advice to the client would be that N.C. Gen. Stat. § 25-1-103 may not be used for supplying
the missing terms in the situation as the UCC is not applicable on the contract for real estates.
Although Article 2A of the UCC has the word lease, it is in relation to lease of goods not
property2.
5. State the elements of a contract, and state which of these elements is illustrated by the
following clause: “5. Payment Terms. Customer will pay to Seller ________% of the total
2 Article 2A of the UCC

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purchase price indicated on the reverse upon execution of this Agreement. The balance of the
purchase price shall be due upon completion of the installation of the Products.”
The elements of a contract are Offer, Acceptance, Consideration, intention of creating legal
obligation, legality of object and capacity of the parties. The element of “Acceptance” is
illustrated through the term.
6. Best Buy has a sale on Widgets on Monday, 3/12/18 for one day only. These Widgets are
made in North Carolina. Best Buy guarantees that it will beat the sale price of any comparable
Widget in the Triad. You do some research on Google and discover that the average price for
Widgets in the Triad is $15.00. Does Best Buy have to accept your offer of $14.99 for a Widget?
Why or why not?
In this situation Best Buy has made an invitation to an treat which does not have a legal
significance and not an offer itself. Thus it has no obligations to accept any offer under common
law. However as this is in relation to the sale of goods best buy may have to accept the offer
under UCC.
7. Assume that you are the manufacturer of the Widgets described in Question 6. I am a
buyer for Best Buy. I call you and ask you for a quote on the price of 500 two-pronged Widgets
for the big sale that Best Buy is planning. You quote me a price and the terms of the sale. I e-

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mail you my acceptance, and you refuse to ship the Widgets because my acceptance was not in
writing. Are you legally justified in your refusal? Why or why not? Cite to authority.
No, I am not justified in my refusal as an acceptance can be made through mail under both
common law and UCC unless it is expressly allowed to be made by some other means only or
expressly prohibited to be done via mail. The provisions had been provided in the case of
Tallerman & Co Pty Ltd v Nathan's Merchandise (1957) 98 CLR 93, 111-1123
8. Assume the facts in Question 7, except that you are a Widget wholesaler, and you buy
from whatever manufacturer that you can. Just before you ship the Widgets, you learn that two-
pronged Widgets are no longer manufactured. May either party avoid the contract? Why?
Yes, the contract can be avoided by the party based on the doctrine of impossibility and
commercial impracticality. This is because it is no longer possible for the party to complete the
contract because of circumstances which are beyond control.
3 Tallerman & Co Pty Ltd v Nathan's Merchandise (1957) 98 CLR 93, 111-112

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9. I finally convince you to sell me your Microsoft Glow-in-the-Dark Humongous laptop,
with the Bill Gates Superfast Internets Modem, for $750.00. I pay you $500.00 and promise to
pay the remaining $250.00 in 30 days. When I get it home, I find out that it just has an ordinary
old modem that is glacially slow, so I refuse to pay you the remaining $250.00. You tell me that
you are going to sue me in Small Claims Court because I don’t know how to use the Superfast
Internets Modem. I send you a check for $50.00 marked “In Full Satisfaction of Payments for the
Microsoft Glow-in-the-Dark Humongous laptop.” If you cash the check, can you sue me for the
balance? What is the legal term for this transaction?
In the given situation you cannot sue me. We have settled the matter because the debt was
disputed, thus unliquidated. The legal term for this is “accord and satisfaction.” 4
10. With respect to the contract attached hereto as Exhibit 1, what kind of contract is it, and
are there any problems with it in terms of enforcement? Why or why not?
The contract in exhibit 1 is a noncompetition and nondisclosure agreement. Yes there may be
various restrictions in relation to the enforceability of the contract. The contract may not be
enforceable based on the length of time the non competition clause is applied and the extent of
boundaries to which the employee is not allowed to compete in. in this contract the period of non
competition is 20 years which may be regarded as too long to be enforceable. This is evident
4 Arlen Langvardt et al., Business Law , The Ethical, Global and E-Commerce Environment (16
ed. 2018).

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because such decision had been provided in the case of Bires v. Waltom, Case No. 8-4680 [2]
(2009).
11. With respect to the contract attached hereto as Exhibit 2, are there any problems with it in
terms of enforcement? Why or why not?
There are many problems in relation to the enforcement of the contract provided in exhibit 2.
The contract contains various terms which are unfair in nature and to the detriment of the buyer.
There are many ambiguous terms such as the seller may refuse to carry on with the installation at
his own discretion if he finds the premises unfit and that he may not be liable for any damages
which have been caused to the property of the buyer.
12. Does there have to be a specific statute expressing a public policy in order for a contract
to be void as against that public policy? Why or why not?
No, there may not be an express statue making a contract against a public policy void as an
illegal contract is void ab initio at common law.
13. Assume my daughter bought 500 three-pronged Widgets at Best Buy’s sale described in
Question 6 above for $14.00 per Widget. She can’t afford to pay for all of the Widgets at once,

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so she signs a promissory note to pay over 12 months. Her credit is not good, so Best Buy
requires me to cosign. What is the legal term for this contract? Must it be in writing?
The term for this is being a Guarantor. Yes the contract has to be in writing.
14. Assume I am a wholesaler of impossible objects and you manufacture Widgets and
Frumious Bandersnatches. We agree on the terms of a contract for me to buy 500 Widgets at
$10.00 per unit, and reduce the agreement to writing. We forgot to state specifically in the
contract whether I am buying a two-pronged or three-pronged widgets. Is it a violation of the
parol evidence rule for me to testify in court that we had an oral agreement for you to deliver 500
Frumious Bandersnatches? Why?
Yes, because as per the parole evidence rules once a contract has been in writing no terms which
are not present in the written contract are binding on the party. It is presumed that all
negotiations have been documented.

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References
Arlen Langvardt et al., Business Law , The Ethical, Global and E-Commerce Environment (16
ed. 2018).
Article 2A of the UCC
Bires v. Waltom, Case No. 8-4680 [2] (2009).
Nucor Corp. v. Prudential Equity Grp., LLC, 189 N.C. App. 731, 738, 659 S.E.2d 483, 488
(2008).
Tallerman & Co Pty Ltd v Nathan's Merchandise (1957) 98 CLR 93, 111-112