Business Law Assignment: UCC, Contracts, and Sales - Detailed Analysis

This business law assignment solution delves into the intricacies of the Uniform Commercial Code (UCC) and its application to contracts of sale. It addresses key aspects such as the determination of whether a contract involving both goods and services falls under the UCC, the definition of a merchant, and the conditions for contract formation when specific terms are left open. The document elucidates the differences between common law and the UCC regarding acceptance with additional terms, the UCC's obligation of good faith, and the concept of identification. It further explains title passage, voidable title, and the concept of 'risk of loss' under different contract types. Additionally, the assignment covers the buyer's insurable interest in goods, the meaning of good faith under the UCC, the obligation to tender delivery, and the perfect tender rule. Finally, it provides an example scenario to illustrate the place of delivery in a contract without a specified delivery location. The solution draws upon relevant UCC sections and provides clear explanations of each concept.

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1. Is a contract of sale in which a sale of services and goods combined subject to the UCC?
If so, explain how the court addresses a contract that includes both a sale of services of
goods.
When goods and services are collectively involved in the contract, then generally, the courts
use the test of predominant factor for determining if a contract is for the sale of services or
goods.
2. Under the UCC, Article 2, explain the definition/description of a merchant under the
UCC, Article 2.
Section 2-104 of the UCC defines merchant as the one dealing in goods of the kind or
otherwise b his occupation hold himself out as possessing knowledge or any skill peculiar to
the goods involved or practice involved in the transaction ("§ 2-104. Definitions:", 2020).
3. What conditions must be satisfied for a contract to be formed when specific terms are
left open? What words (in addition to this price) can be left open?
When specific terms are open, these conditions must be true-
a. Parties intended for contract
b. A reasonable basis for court to grant an appropriate remedy
Moreover the price, the delivery and payment term, too, can be left open.
4. How do the common law and the UCC differ regarding an offeree’s acceptance that
includes terms in addition to or differs from the other?
The common law states that changes to an offer are considered rejection and counteroffer.
However, with UCC, a change to an offer with UCC might still form a contract of binding
depending on the circumstances around the transaction and the substance of the differing
term.
5. Explain how the UCC’s obligation of good faith relates to the application of the
principles concerning additional terms?
The UCC’s obligation of good faith is not a substantive fairness principle in new
contingencies face. Thus the parties remain free within the contract to be interested in self as
they were without it, exclusively subjecting to the demand honoring the agreement terms.
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10. Explain in full concept in identification?
Identification takes into consideration when the matter of the subject of certain goods is
designated as lase contract or sales. Therefore, it must be considered that in any goods before
any interest can pass to the buyer from lessor or seller, the goods (a) must be in existence and
(b) identified to the contract.
11. Fully explain when and where title passes if the parties do not expressly agree to
when and under what conditions title will pass
Afer the existence and identification of goods, the provisions of UCC 2-401 apply to the
passage of title. It can also be said that the seller and buyer can reach an explicit agreement as
to when the title will pass.
12. What title does a buyer acquire from a seller with voidable title?
In case of a voidable title, the buyer cannot acquire any title from the seller, therefore the
owner can reclaim the goods anytime from the buyer.
13. Explain the concept of “risk of loss” under the UCC?
As per UCC, there exist various types of stages of transactions/transactions wherein the risk
of loss is born by the seller. In case if a bailee holds the goods, the risk of injury is at the
seller's part until bailee receives the document of title from the buyer, and it, therefore,
releases the good.
14. When does risk pass?
(a) under shipment contract
Under a contract of shipment, the risk passes when the carrier goods are delivered.
(b) under a destination contract?
The risk of loss is borne by the seller because the seller is required to get the goods that have
to be shipped to the buyer. In case the goods get destroyed before reaching the buyer, for any
costs, the seller will be responsible.
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15. When does the buyer have an insurable interest in goods?
The lessee or buyer has an insurable interest in identified goods the very moment when the
contract goods are identified by the seller.
20. What does good faith mean under the UCC? Fully explain this concept. Do not
quote from the UCC
In section1-201 of the UCC, good faith is defined as honesty in the conduct or transaction
concerned. Article 2 of the UCC states it as a good faith obligation on the performance of
every duty or contract under its purview ("Good Faith Under the Uniform Commercial Code:
Part 1", 2020).
21. What does the obligation to “tender delivery” require? Be specific.
The foremost obligation of a seller is "tender of delivery" under the UCC. It also means
delivering the goods to the buyer, at the buyer's disposition, "putting and holding" the goods
and giving buyers whatever is significant for the buyer to take delivery ("Is A buyer principal
obligation to tender delivery? - Answers", 2020).
22. What does the perfect tender rule require? Be specific.
The perfect tender rule states that in contracts for the sale of goods, the seller needs to apply
the buyer with goods perfectly conforming to the demands of the buyers. As opposed to
perfect performance, the substantial performance is enough for satisfying an implied
condition of performance ("UCC Concept of Perfect Tender Rule and Exceptions Flashcards |
Quizlet", 2020).
23. Fiore Flour Company agrees to sell Giavani’s bakery a certain quantity of flour,
sugar, and other dry goods, but the contract does not specify a place of delivery.
Giavani is expected to pick up the products. The place of delivery
a. Fiore Flour’s place of business: Fiore’s residence if it has no place of business
b. Giavani’s place of business:
c. The current location of the flour, sugar, and other dry goods: any place that Fiore and
Giavani know other than Fiore Flour's business place
d. The U.S portal service office nearest to Giavani’s place of business: Shipment contract
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References
§ 2-104. Definitions:. (2020). Retrieved 5 February 2020, from
https://www.law.cornell.edu/ucc/2/2-104
Good Faith Under the Uniform Commercial Code: Part 1. (2020). Retrieved 3 February 2020,
from https://ucc-madeeasy.blogspot.com/2015/04/good-faith-under-uniform-commercial.html
Is A buyers principal obligation to tender delivery? - Answers. (2020). Retrieved 3 February
2020, from
https://www.answers.com/Q/Is_A_buyers_principal_obligation_to_tender_delivery
UCC Concept of Perfect Tender Rule and Exceptions Flashcards | Quizlet. (2020). Retrieved
3 February 2020, from https://quizlet.com/153913218/ucc-concept-of-perfect-tender-rule-
and-exceptions-flash-cards/
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