Uniform Commercial Code (UCC)
Instructions
General Instructions for Learning Activities
• Review the grading rubric before submission
• Read/watch all assigned materials listed for the week in the Course Content
• Cite to assigned materials in all responses in Learning Activities
• Use only assigned materials to complete Learning Activities; do not use the internet unless otherwise instructed
• Include in-text citations and a Reference List for in-text citations
• Do not use any direct quotations
• Write in correct, complete sentences, in paragraph format unless otherwise instructed
• Submit Learning Activities to Assignment Folder
Tips for Formatting and Structuring Analysis:
• Write in complete sentences in paragraph format.
• Use in-text citations citing to relevant assignment materials.
• Double-space; 12-point Arial or Times Roman font.
• Introductory Sentence: Begin with an introductory sentence or very brief paragraph that states your conclusion to the questions asked.
• Concluding Sentence: End the discussion with a concluding sentence or a very brief paragraph that summarizes your conclusion/what you discussed.
• Support Arguments and Positions: Please refer to the module in Content, “How to Support Arguments and Positions”.
Learning Activity:
Background: The Clean-N-Shine (“Clean”) owners are aware of the importance of contracts to both buy and sell goods and services. They are reviewing the Uniform Commercial Code (UCC), Article 2, that covers contracts for the sales of goods.
The Clean owners understand that the terms in their purchase contracts (i.e., contracts to purchase products from EPI) will require very different terms from their sales contracts reselling these cleaning products purchased from EPI. EPI manufactures environmentally-friendly products.
First, the owners want to focus on understanding their rights and obligations associated with reselling EPI cleaning products.
Second, Winnie and Ralph ask you to prepare information to help the Clean understand risks and possible liabilities related to the resale of EPI cleaning goods to customers.
Background Facts You Need To Know: Office Cleaning Pros (Pros), a local company, emailed Clean that it wanted to purchase some cleaning products.
The email stated the following sales details:
• Pros wanted to purchase six cases of Carpet Re-New cleaning solution from Clean
• Price is $200 per case of Carpet Re-New
• Delivery was to be on or before April 1, 2019
• Delivery was to be made to Pros storage warehouse facility
Clean did not respond to the email, but on April 1, Clean delivered six cases of cleaning solution products to Pros office headquarters, located next door to Pros’ storage warehouse facility. Pros moved the cleaning solution products from its headquarters to its storage warehouse facility.
Three days later, Pros inspected the six cases Clean had delivered and discovered all six cases contained Floor Re-New cleaning solution, not Carpet Re-New as specified in the sales contract.
Instructions
Report You Need To Prepare: Prepare a report to Winnie and Ralph to use for discussion with the Clean owners.
Referring to the scenario above, review UCC, Article 2, and respond to the following:
1. Analyze and explain whether a contract was created between Clean and Pros under the UCC.
2. Evaluate and discuss the rights and obligations of Pros following the inspection.
3. Evaluate and discuss the rights and obligations of Clean, under the circumstances, following delivery and Pros’ inspection of the goods.
Tips for Formatting Report: The report should use the following format:
Report
This week’s learning outcomes relate to the following course outcome:
• Analyze contractual rights, obligations, liabilities, and remedies in the business environment.
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:
Week 6 Introduction (see link below Overview)
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
