Uniform Commercial Code Sales Of Goods Business Law Assignment Help

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nezlobev19

Business Finance

Description

Competency

Interpret relevant portions of the Uniform Commercial Code.

Instructions

Having recently applied for a contract specialist position at T&G Consulting, you have been invited in for an interview. The job requires a thorough knowledge of Article 2 - Sales, of the Uniform Commercial Code. Some of your potential future coworkers are given the opportunity to meet with you and wish to test your knowledge.

Part 1: The first of your coworkers is explaining to you the importance of understanding the regional business landscape in order to be prepared when new potential clients inquire about a contract for the sale of goods. She shows you a sample contract for the sale of goods.

Review the contract for provisions that relate to Article 2 of the UCC. Identify the specific provisions, and explain how they pertain to Article 2 of the UCC. In your discussion, demonstrate your knowledge of:

  • statute of frauds
  • parol evidence
  • warranties (implied and express)

Part 2: You are now working on a new transaction. You have reviewed a proposed Business Bill of Sale agreement that your client (the seller) has presented. The proposed contract contemplates the sale of "all of the assets, property, rights and interests" of the business, "of every kind and description, tangible or intangible." Compose an email to your client explaining what kind(s) of property would fall within Article 2 of the UCC. Identify other items involved in the sale of the business that would not fall within Article 2. This library resource offers help with writing a professional email.

Part 3: The Business Bill of Sale agreement contains language that the seller does "covenant and warrant that it has free and clear title to the property conveyed hereunder…" and that the property is "free and clear of all encumbrances whatsoever." What provision of Article 2 would be applicable to this warranty, and what kind or kinds of property would fall within this provision?

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CONTRACT FOR THE SALE OF GOODS This contract for the sale of goods is between [_____], a [_____] organized under the laws of the State of [_____] (the “Seller”), and [_____], a [_____] organized under the laws of the State of [_____] (the “Buyer”). [Insert background information about the transaction using full sentences.] The parties agree as follows: 1. Sale of Goods. The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the goods set forth on Exhibit A (the “Goods”) in the quantities and at the prices stated in Exhibit A. Unless otherwise stated in Exhibit A, the Buyer shall pay all taxes and third-party expenses imposed on, in connection with, or measured by the transaction contemplated by this agreement in addition to the prices set forth on Exhibit A. 2. Invoices; Payment. Unless otherwise stated in Exhibit A, payment for the Goods is due within 30 days of the date of the Seller’s invoice, which date will not be before the date of the Seller’s delivery of the Goods. The Buyer shall pay a delinquency charge of the lesser of (1) 1% per month and (2) the highest rate allowed under applicable law on all overdue amounts until the amounts are paid. 3. Delivery; Title; and Risk of Loss. Unless otherwise stated in Exhibit A, the Seller shall deliver the Goods FOB the Seller’s facility in [_____], and title to and risk of loss of the Goods will pass to the Buyer upon such delivery by the Seller. Any stated delivery dates are approximate. The Seller will not be liable for any losses, damages, penalties, or expenses for failure to meet any delivery date. 4. Disclaimer of Warranty; Due Diligence. The Goods are being sold “as is,” and the Seller disclaims all warranties of quality, whether express or implied, including the warranties of merchantability and fitness for particular purpose. The Buyer acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the Goods and that no such statements or representations have been made. The Buyer acknowledges that it has relied solely on the investigations, examinations, and inspections as the Buyer has chosen to make and that the Seller has afforded the Buyer the opportunity for full and complete investigations, examinations, and inspections. 5. Limitation of Liability. The Seller will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether the Seller has been advised of the possibility of any such damage. In no event will the Seller’s liability exceed the price the Buyer paid to the Seller for the specific Goods provided by the Seller giving rise to the claim or cause of action. 6. Limitation of Actions. No action arising out of or relating to this agreement or the transactions it contemplates may be commenced against the Seller more than 12 months after the basis for such claim could reasonably have been discovered. 7. Security Interest. The Buyer hereby grants to the Seller a security interest in the Goods sold to the Buyer under this agreement and any proceeds therefrom (including accounts receivable), until payment in full for the Goods has been received by the Seller. The Buyer shall sign and deliver to the Seller any document to perfect this security interest that the Seller reasonably requests. 8. Governing Law and Designation of Forum. (a) The laws of the State of [_____] (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, validity, performance (including the details of performance), and enforcement. (b) A party bringing a legal action or proceeding against the other party arising out of or relating to this agreement or the transactions it contemplates must bring the legal action or proceeding in any court of the State of [_____] sitting in [_____] County. Each party to this agreement consents to the exclusive jurisdiction of the courts of the State of [_____] sitting in [_____] County and its appellate courts, for the purpose of all legal actions and proceedings arising out of or relating to this agreement or the transactions it contemplates. 9. Force Majeure. The Seller will not be liable for delays in performance or for non-performance due to unforeseen circumstances or causes beyond the Seller’s reasonable control. 10. Assignment; Delegation. The Buyer may not assign any of its rights under this agreement or delegate any performance under this agreement, except with the prior written consent of the Seller. Any purported assignment of rights or delegation of performance in violation of this section is void. 11. Recovery of Expenses. In any adversarial proceedings between the parties arising out of this agreement or the transactions it contemplates, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs, including legal fees and expenses. 12. Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties. 13. Amendments. No amendment to this agreement will be effective unless it is in writing and signed by both parties. 14. Effectiveness; Date. This agreement will become effective when both parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this agreement. 15. Counterparts; Electronic Signatures. This agreement may be signed in one or more counterparts, which together will form a single agreement. This agreement may be signed electronically. Each party is signing this agreement on the date stated opposite that party’s signature. [Insert dated signature blocks.] EXHIBIT A Goods Price Quantity Business Bill of Sale Form This Bill of Sale was executed at: __________________________________________________________________ Address This Bill of Sale is made this _____ day of ____________, 20 ___, by (Seller) _________________________________________________________ For and in consideration of _______________________________________Dollars ($__________________) , the receipt of which is hereby acknowledged, (Seller) ________________________________, Does hereby sell and convey to: (Buyer) ________________________________, All the assets, property, rights, and interests of (Business Name) ____________________________________________________, of every kind and description, tangible or intangible, and regardless of whether or not carried or reflected on the books and records used in the operation of said business located at: (Business Address) __________________________________________________. The property conveyed hereunder is more fully described in the Purchase Agreement between the above referenced Buyer and Seller dated _____ day of ____________, 20 ___, the terms of which are incorporated herein. Furthermore, (Seller) ________________________________, does hereby covenant and warrant that it has free and clear title to the property conveyed hereunder, that it conveys title to all the property to (Buyer) ________________________________, free and clear of all encumbrances whatsoever and that it will defend that title against the lawful claims of all persons whomsoever. Furthermore, Seller) ________________________________, has caused this instrument to be executed by its authorized officers and its corporate seal to be hereunto affixed on the date stated above. IN WITNESS WHEREOF, Buyer and Seller have executed, entered into and delivered this Agreement as of the date first set forth above. Seller’s Name(s): ------------------------------------------------------------------- By _____________________________________________ Signature Date STATE OF: _______________________ ) )ss COUNTY OF _____________________ ) On ________________________ ____________________________________________ before notary public, me personally appeared _________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal _______________________________________________ Signature of Notary Public
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Explanation & Answer

Attached.

Running Head: SALES OF GOODS

1

Sales of Goods
Institutional Affiliation
Date

SALES OF GOODS

2

Part 1
According to Article 2 of the Uniform Commercial code associates plus applies to contract of
goods plus it is a lot of cases which meant to synchronize the law as well as other commercial
functions. The article also presents the analysis in fractional code address on some small sections
that associates with article 2 of Uniform commercial code.
Stature of frauds
The stature of frauds is defined as the state law that needs certain contracts to be made in script
plus be assigned through the parties concerned to develop them enforceable. Conventions worth
above $ 500 required to be written in a script. Through reviewing the documents offered, the
statute of frauds has been addressed by article 7 of the agreement, security interest plus eight
which is found on the governing l...


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