Part 1:Uniform Commercial Code
At the latest Lunch and Learn seminar for TLG consultants, Winnie begins the seminar with a discussion of the case of a new client, Johnson, owner of Tip Top Cleaning.
Background Facts: Johnson contracted to purchase five cases of Window Sheen cleaner from Clean for $75.00 per case. The written sales agreement was signed by Clean and Johnson and included all necessary terms for a valid and enforceable contract.
Clean timely delivered to Johnson’s place of business. Johnson accepted delivery and stored the goods in a garage storage facility at the business facility, without inspection. Three weeks later, Johnson opened the cases and discovered the liquid cleaners were frozen. Johnson wants Clean to replace the goods.
You must begin the discussion by reacting to the following question.
Analyze and explain whether Clean should be required to replace the Window Sheen products and why or why not. You must consider and apply the Uniform Commercial Code rules in your analysis.
LINKS
This week’s learning outcomes relate to the following course outcome:
Major Concepts:
Uniform Commercial Code (UCC)
Article 2 of the Uniform Commercial Code (“UCC”) – A model code that governs the contracts that involve the sale of goods.
Sale of Goods – Article 2 of the Uniform Commercial Code only applies to the sale of goods. Therefore, you must distinguish transactions in goods from transactions in real estate. You must also distinguish a sale from a service.
Transfer of Title and Risk of Loss in Sale of Goods – Certain rights and duties of the seller and buyer are determined by the transfer of title and the allocation of risk.
Assigned Material to Read/Watch:
Saylor: Advanced Business Law and the Legal Environment e-textbook:
Chapter 8 – Introduction to Sales and Leases
Chapter 9 – Title and Risk of Loss
Chapter 10 – Performance and Remedies
Article 2 of the Uniform Commercial Code
CISG: Guide for Business Managers and Attorneys in Applying CISG
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