Grocery Paper

Running head: GROCERY INC. PAPER

Grocery Inc. Paper

Grocery, Inc., is a retail grocery store chain with stores located throughout the United States. The organization has contract with many vendors authorizing the store to sell the vendors products. There are many laws and guidelines that Grocery, Inc. must follow. We will review many different scenarios that the store may encounter and some the laws that they must abide by.

Common Law Contracts and UCC Article 2 Contracts

There is a possibility that both common law and UCC Article 2 contracts would apply between Grocery and their vendors, however for domestic purposes the UCC Article 2 contract would supersede that of the common law contract. Grocery also has international vendors which make it a bit more interesting, each country might have their own version of the US UCC, for example the United Kingdom has CISG (Contract for the International Sale of Goods) and while there are the trade abbreviations that widely used both here and abroad they might have different meanings. If the matter is brought to court they will "apply the definitions used in their own jurisdiction", meaning that when contracts are created the language used must clearly express the wishes of both parties. (Cheeseman, page 398) Since the rules of Article 2 of the UCC can be applied in on aspect or another then it would be safe to say that Article 2 applies to the contracts with Grocery and its vendors.

Breach of Contract

It is my understanding that Grocery would win this case and that the courts would not see that Masterpiece had a right to discharge the contract due to commercial impracticability. "Courts are generally reluctant to grant relief under this provision because they (usually rightly) perceive that if someone invokes it, they are more often than not trying to get out of a contract that they would have been ill-advised to enter into in the first instance." (http://www.willamette.edu/~blong/SalesLectures/Impracticability.html )

While Masterpiece Construction does have the right to subcontract out help/assistance on assignments they must still oversee the quality of workmanship that is being done. When Grocery contracted the job to Masterpiece Construction they did it because of the quality of work that Masterpiece is known for, however they did not receive the quality of work that they had paid for. Since Masterpiece elected to subcontract this job to another company, Build Them To Fall, they were vouching their workmanship. Masterpiece should also have communicated to their client that they had in fact subcontracted this job out and to whom, the contract could have been re-evaluated to determine if in fact Grocery wanted to proceed with the work that was to take place.

Contract Law

Jeff is requesting two things: one to be able to cancel the contract and two, to be given a refund for the 6 months of payment she made. Into the mix is the fact that Jeff is a minor and whether he could be held legally responsible is therefore questionable.

Smooth Sales Used Cars holds the legal cards for the most part. Different states have statutes related to whether minors can be held legally responsible in contracts. That the contract was signed in good faith is a factor for Smooth Sales Used Cars and that Jeff omitted the information are two key factors for the dealership. The dealership could inform Jeff that he is indeed responsible for the outstanding principle and interest and threaten legal action were Jeff unable to make the payments. Then the subject of Jeff's age upon signing the contract would complicate matters. This plus the probability that they will not see the outstanding money as Jeff isn't able to make the payments make this an unattractive option.

They could cancel the contract and offer Jeff his refund of $1,200 but this seems as unlikely as their first option of holding Jeff responsible for the full amount. The purchase and contract of the car has meant costs to the dealership and refunding Jeff all of his money for the car that has 6 months of wear and tear and administrative costs as well as payments that they received in good faith as payment for the car.

Smooth Sales Used Cars could, however, do a mixture of allowing Jeff to cancel the contract and therefore not face legal issues while at the same time recouping some of the potential losses. They could agree to take the car back and agree to cancel the contract. Then, they could attempt to re-sell the used car. If they are able to sell it for the remaining balance of Jeff's loan, then they can release Jeff from obligation yet not refund him for what he paid. If they are unable to sell the car for the desired amount, then they may assume Jeff will pay the difference, but this would be at the discretion of actual players.

Rights under Contract Law

If Cereal has breached their contract by not delivering the entire amount stated in the contract to Grocery, Grocery has some legal room to cancel the contract. Cereal, however, argues that based on the gap-filling rule, it had the right to modify the terms of the contract. Analyze the gap filling provisions of UCC Article 2 as they pertain to the terms of this contract. Because the contract between Cereal and Grocery does not state the types of cereal or how the 20 cases will be divided up between Grocery's 20 stores in Any State, Cereal can claim that they were not under any obligation to deliver the cereal boxes to any specific locations. The likelihood is that as a business partner in this venture, they would do their best in some circumstances but not legally held accountable. Further, there is no clear wording on the types of cereal. Both the make up of shipments and delivery location aspects of the contract are on rather open terms, which is why Cereal believes the gap-filling rule can and should be applied.

In facing catastrophic damages, Cereal was unable to provide all that they are contractually obligated to deliver - which are the 20 cases of cereal. This is a breach of their contract. However, because they attempt to provide what they can and deliver the items that were available, they can expect Grocery to accept the delivery. The contract doesn't state that partial shipments can be rejected.

Cereal can accept payment of the cereal they were able to deliver and allow Grocery to use another vendor (outside of the contract) to provide the cereal while they are unable to. Effectively they could allow Grocery can have a business relationship with another manufacturer outside of