Description
1- Please see the question Details/prompt below:
2- Use a reference from the textbook from chapter 15-20 Only (link is attached below)
3- Check Crammer/ plagiarism
4- The attachments are (link of the textbook) (Picture of short description of each chapter) (few other useful videos from Youtube)
5- The length should be at least a good paragraph size that has question, answer, referance from textbook (write down from which chapter/section is taking)
Contracts Rules Everything Around Me
Contracts move every aspect of commerce; big and small; down to every transaction in which you participate; down to the home you buy; the products you buy on Amazon; to the food you buy at the grocery store.
What questions do you have regarding the necessary elements required to form a legally binding contract; or in what circumstances is a contract legally formed or not?
• (15) points will be awarded for a thoughtful question in this discussion thread that proposes a question of law for the class to answer whether a contract was legally formed or not? You must also provide a sufficient set of facts in which to apply the question of law. This can even be from a simple personal experience such as when you select an apple in the grocery store: are you offering to purchase the apple or accepting the advertised offer to purchase the apple? (more facts would be needed here to make this a thoughtfully proposed question but hopefully you get the idea).
(25) points will be awarded for a correct, thoughtful response to a question. In your response you must provide a source for the law or laws that support your conclusion (which will be a citation to the textbook). If your response does not have a source of law, then it is merely opinion. Law is formed by caselaw, statutes and regulations; both state and federal; also to a lesser degree by city ordinances. Your textbook summarizes the law to the degree necessary for this course. Please also provide the necessary elements to form a legally binding contract in your answer. Expound in depth where necessary to support your conclusion. It is encouraged to have more than one answer to a question as the first responders are not always correct or awarded full points for having a meaningful response.
https://saylordotorg.github.io/text_business-law-a… Textbook
Below are useful videos from Youtube that were in the reading
Unformatted Attachment Preview
Business Law
Text & Exercises
Ninth Edition
Roger LeRoy Miller
William Eric Hollowell
CHAPTER 17 INTRODUCTION TO SALES AND
LEASE CONTRACTS
Learning Outcomes
LO1
LO2
LO3
LO4
State the scope of Article 2 of the
UCC.
Identify how the UCC deals with
open contract terms.
Explain the UCC’s treatment of
additional terms.
Discuss the UCC’s Statute of Frauds.
© 2019 Cengage. All rights reserved.
2
Sales and Leases of Goods
▪ A contract for the sale of goods over
$500 is governed by UCC Article 2.
▪ Sales contracts can also be governed by
general contract law whenever it is
relevant and has not been modified by
the UCC.
▪ Article 2A, essentially a repetition of
Article 2, covers leases with variations
to reflect the differences.
© 2019 Cengage. All rights reserved.
3
LO1
LO2
What is a Sale? (1)
▪ Article 2 of the UCC states that it
“applies to transactions in
goods.”
▪ Most courts treat Article 2 as
being only applicable to a sale.
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4
LO1
LO2
What is a Sale? (2)
▪ Sale: the passing of title to
property from the seller to the
buyer for a price.
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5
What Are Goods? (1)
▪ Tangible property: property that
has physical existence (such as a
car).
▪ Intangible property is not a good
and therefore not covered by
UCC Article 2.
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6
What Are Goods? (2)
▪ Goods Associated with Real Estate
– Must be legally severable, such as
mineral deposits or crops.
▪ Goods and Services Combined.
– Most courts treat services as being
excluded from the UCC.
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7
Who is a Merchant?
▪ Under the UCC, a person who
deals in goods of the kind
involved in the sales contract
▪ Someone who holds himself or
herself out as having knowledge
and skill unique to the practices
or goods involved in the
transaction.
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8
What Is a Lease? (1)
▪ Lease: an agreement to transfer
the right to possess and use
goods for a period of time in
exchange for payment.
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9
What Is a Lease? (2)
▪ Lessor is a person who sells the
right to the possession or use of
goods to the Lessee in exchange
for rental payments.
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10
Sales and Lease Contracts (1)
▪ Parties to sales and lease contracts
are free to establish whatever
terms they wish.
▪ The UCC comes into play when the
parties have left a term out of their
contract and that omission later
gives rise to a dispute.
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11
Sales and Lease Contracts (2)
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12
Sales and Lease Contracts (3)
▪ The Offer.
– In general contract law, the
moment a definite offer is met by
an unqualified acceptance, a
binding contract is formed.
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13
Sales and Lease Contracts (4)
▪ The Offer.
– In commercial sales transactions,
the verbal exchanges, the
correspondence, and the actions
of the parties may not reveal
exactly when a binding contract
arises.
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14
LO2
LO2
Offer: Open Terms (1)
▪ The UCC states that a sales or lease
contract will not fail for indefiniteness
even if one or more terms are left
open as long as:
1. Parties intended to make a contract and
2. There is a reasonably certain basis for
the court to grant an appropriate
remedy.
© 2019 Cengage. All rights reserved.
15
LO2
LO2
Offer: Open Terms (2)
▪ In case of a dispute, all that is
necessary to prove the existence of a
contract is some indication there is a
contract.
▪ Missing terms can be proved by
evidence, or it will be presumed that
the parties intended reasonable terms.
© 2019 Cengage. All rights reserved.
16
Offer: Merchant’s Firm Offer (1)
▪ Under regular contract principles, an
offer can be revoked at any time
before acceptance.
▪ UCC has an exception that applies
only to firm offers for the sale or
lease of goods made by a merchant.
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17
Offer: Merchant’s Firm Offer (2)
▪ An offer (by a merchant) that is
irrevocable without consideration
for a period of time (not longer than
three months).
▪ A firm offer by a merchant must be
in writing and must be signed by the
offeror.
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18
Acceptance (1)
▪ Acceptance of an offer to buy,
sell, or lease goods generally
may be made in any
reasonable manner and by
any reasonable means.
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19
Acceptance (2)
▪ The UCC permits acceptance of
an offer to buy goods by either
a promise to ship or the
prompt shipment of
conforming or nonconforming
goods to the buyer.
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20
Acceptance (3)
▪ Notice of Acceptance.
– Under the common law, because a
unilateral offer invites acceptance by
performance, the offeree need not
notify the offeror of the
performance unless the offeror
would not otherwise know about it.
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21
Acceptance (4)
▪ Shipment of Nonconforming
Goods.
– If the seller promptly ships
nonconforming goods, this shipment
constitutes both an acceptance of
an offer (contract) and a breach.
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22
Acceptance (5)
▪ Notice of Acceptance.
– Under the UCC, if a sales contract is
unilateral, the offeror must be
notified of the offeree’s
performance (acceptance) within a
reasonable time, or the offeror can
treat the offer as having lapsed.
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23
Acceptance (6)
LO3
▪ Additional Terms.
– UCC dispenses with the common
law “mirror image” rule.
– Under the UCC, a contract is
formed if the offeree makes a
definite expression of acceptance.
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24
Acceptance (7)
LO3
▪ Additional Terms.
1. When at least one of the parties
is a nonmerchant—a contract is
formed according to the terms
of the original offer only.
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25
Acceptance (8)
LO3
▪ Additional Terms.
2. When both parties are
merchants—the additional
terms automatically become
part of the contract unless:
a) The original offer expressly
required acceptance of its terms
© 2019 Cengage. All rights reserved.
26
Acceptance (9)
LO3
▪ Additional Terms.
2. When both parties are
merchants—the additional
terms automatically become
part of the contract unless:
b) The new or changed terms
materially alter the contract
© 2019 Cengage. All rights reserved.
27
Acceptance (10)
LO3
▪ Additional Terms.
2. When both parties are
merchants—the additional
terms automatically become
part of the contract unless:
c) The offeror rejects the new or
changed terms within a
reasonable time.
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28
Acceptance (11)
LO3
▪ Additional Terms.
3. Terms subject to the offeror’s
consent—regardless of merchant
status, the offeree’s expression is
not an acceptance if the new
terms are expressly conditioned
on the offeror’s consent.
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29
Consideration
▪ Modifications must be made in
good faith.
▪ In some situations, modification
without consideration must be
written to be enforceable.
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30
The UCC’s Statute of Frauds
▪ The UCC contains a Statute of
Frauds provision that applies to
contracts for the sale or lease of
goods.
– If the price is $500 or more, there
must be a writing for the contract
to be enforceable.
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31
LO4
L O 4
Statute of Frauds (1)
▪ Sufficiency of the Writing.
– Indicates parties intended to form
a contract, AND signed by party
against whom enforcement is
sought.
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32
L O 4
Statute of Frauds (2)
▪ Written Confirmation between
Merchants.
– After oral agreement, one party
sends signed written confirmation
to the other merchant.
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33
L O 4
Statute of Frauds (3)
▪ Exceptions.
1. Specially manufactured goods—
for a particular buyer, goods
cannot be easily resold, and
seller has substantially started
the manufacturing process.
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34
L O 4
Statute of Frauds (4)
▪ Exceptions.
2. Admissions—oral contact
enforceable if the party against
whom enforcement is sought
admits under oath that a
contract was made.
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35
L O 4
Statute of Frauds (5)
▪ Exceptions.
– Partial performance—oral contact
enforceable to the extent
performance actually took place.
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36
Parol Evidence Rule (1)
▪ Consistent Additional Terms.
▪ Course of Dealing.
▪ Usage of Trade.
▪ Course of Performance.
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37
Parol Evidence Rule (2)
▪ Course of Dealing.
– A sequence of previous conduct
between the parties to a
particular transaction that
establishes a common basis for
their understanding.
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38
Parol Evidence Rule (3)
▪ Usage of Trade.
– Any practice or method of dealing
having such regularity of observance
in a place, vocation, or trade as to
justify an expectation that it will be
observed with respect to the
transaction in question.
© 2019 Cengage. All rights reserved.
39
Parol Evidence Rule (4)
▪ Course of Performance.
– The conduct that occurs under the
terms of a particular agreement;
such conduct indicates what the
parties to an agreement intended
it to mean.
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40
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