GCCCD Merchant Options Under the Contract and Law English Essay

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Grossmont Cuyamaca Community College District


UCC Sales Contract

The following question is based on the Sales Contract found in the Contracts Module. Please reference the Sales Contract by clause number as you answer the questions. Remember, this is a contract under the UCC.

  • Essay (2 complete paragraphs minimum per essay with text and contract references to support your answers)

You, the buyer, contend that you received non-conforming goods as a result of an ambiguity in the contract. You ordered goods thinking you would get a particular product. You wanted Razor scooters. That was the original oral communication when you first contacted the selling merchant. You both talked about and agreed on Razor scooters. Thereafter, in phone conversations, you and the seller just used the phrase scooters. The seller prepared a written contract. The contract was signed by both parties. The selling merchant then shipped scooters that are in perfect condition but they are not Razor scooters. The selling merchant believes the goods are conforming. Upon receipt and inspection of the goods, what are all your merchant options under the contract and at law?

* (Why are text references important? Contract language does not exist in a vacuum. It is written based on the law. It is critical, therefore, to cite to the readings and the contract to support your analysis.)

Do not use other references instead of the assigned readings. Remember, I also do plagiarism checks.

Unformatted Attachment Preview

UCC SALES CONTRACT This contract for the sale of goods is between Martinne, an LLC organized under the laws of the State of CA, the “Buyer , and Tome, a sole proprietor, organized under the laws of the State of Deliah , the “Seller”. They each acknowledge that they are merchants dealing in various types of bicycles and nonmotorized scooters. The parties agree as follows: 1. The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the products set forth on Exhibit A in the quantities and at the prices stated in Exhibit A. 2. Unless otherwise stated in Exhibit A, payment for the product 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 3. The Seller shall deliver the product to the Buyer’s facility in Pussycat Alley and title to and risk of loss of the product 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. 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 product 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 upon delivery and that the Seller has afforded the Buyer the opportunity for full and complete investigations, examinations, and inspections. 5. 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 product provided by the Seller giving rise to the claim or cause of action. 6. 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. The Buyer hereby grants to the Seller a security interest in the product sold to the Buyer under this agreement and any proceeds therefrom (including accounts receivable), until payment in full for the product 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. (a) The laws of the state of Deliah shall 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 Deliah. Each party to this agreement consents to the exclusive jurisdiction of the courts of the State of Deliah. 9. 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. 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. 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. 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. No amendment to this agreement will be effective unless it is in writing and signed by both parties. 14. 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. 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. Martinne, LLC (e-signature) Date: 9/1/2020 Tome Jones (e-signature) Date: 9/2/2020 EXHIBIT A Product Ordered - Scooters, non-motorized Quantity Ordered – 50 Price per Unit - $200.00 USD per non-motorized Razor Scooter Total Contract Price for Scooters - $10,000 USD
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Explanation & Answer


Student’s Name
Course Code
October 5, 2020

Merchant Options Under the Contract and Law
The conformity of the goods in this case is disputed because the seller believes that the
goods are conforming while I believe that they are non-conforming. The perfect tender rule
states that the seller’s performance in terms of quality and delivery of goods should conform to
the terms of the sale contract. In this case, the contract was...

Awesome! Perfect study aid.


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