Module 5
Sally asks that you advise her if the supplier is trying to rip her off or if there is simply a misunderstanding. She believes she is in the right because it was her order and invoice. She states she never agreed to the terms of his invoice nor accepted the
Goods. It appears Jack has agreed to her terms because he sent the supplies. His demands are troubling because he added unacceptable pricing terms.
Based on the information Sally has provided, prepare an IRAC formatted response outlining the issues answering the questions below within the IRAC analysis form:
Questions:
This Question has four parts:
1. What are the elements needed to form a contract? Is an Agreement to meet in the park at noon enforceable? Why? Why not?
What is a “Purchase Order? How would you characterize the terms of a Purchase Order?
2. Is there a difference between a purchase order (Invoice) and a contract? If so, compare the two instruments and outline the difference between the two.
3. Are Purchase Orders controlled under Contract law or the Uniform Commercial Code (UCC), or both?
4. Is there an advantage of a contract over an invoice? If so, what are the advantages and disadvantages of each
instrument?
5. Under the UCC case study facts, how many transactions are there, one or two transactions? Explain?
6. How or when is an enforceable agreement formed in contract negotiations? At what point, with a Purchase Order (Invoices), is an enforceable agreement established under the UCC? Is there a binding agreement in the Sally/Jake case? Why or why not?
7. What facts are in Sally’s favor of canceling the order? List them supported by the facts and the applicable statutory
sections.
8. What facts are in Jack’s favor in enforcing payment? What sections of the UCC support Jake’s arguments?
9. In Contract Law, you must have a “meeting of the minds” as part of an enforceable agreement. Another element
requires that the Acceptance must match the Offer. What is this Contract Rule called?
10. Common-Law Contracts require that “Acceptance” must not add or change any terms of the Offer. What is it called when an Acceptance of an Offer changes terms of the Offer?
11. In the Sally/Jake case, is there a “meeting of the minds” under the UCC when the merchants use Invoices that differ in terms? Explain why or why not. What UCC sections support your answer? List the Code sections and summary of applicable parts.
12. Have Sally and Jake formed a contract under the facts? If so, what terms are enforceable, and what UCC sections support your answers? How should this dispute be resolved?
13. Which facts and Code sections would support the position that Sally did not accept the goods? List the facts and
summarise the applicable code sections.
