Merchant Issues Related to UCC

Jun 15

The last lecture in my Management Law course was lively and interesting. It centered on the UCC and gave particular emphasis on the merchant to merchant dealings. There was particular emphasis on Sale and Lease sections and some discussion around the original vs. the revised, which addresses contemporary issues related to e-commerce and electronic communication. What was interesting is that the formality and rigidity which is characteristic of law in so many other contexts cedes to predictability and flexibility. In other words, the UCC wants to make business easy and remove as many inhibitors. As a result, many of the questions that arise in merchant to merchant cases center around past dealings and industry averages. This may result in cases where there was no contract, but there can still be a definitive ruling. Another aspect of the UCC for merchants is that it favors resolution outside of court. With the less rigid structure of the guidelines governing merchants, it’s not as easy to clearly identify breach. If breach isn’t absolutely clear, the cost of litigation is a risky bet. So it seems there is opportunity for broad interpretation of the UCC when it comes to merchants. Bottom line? Take the time to choose vendors, suppliers, contractors and other partners that you trust and establish a good track record. If you keep the lines of communication open and have well established policies, you may not even need to review the UCC....

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Elements of a Contract

May 17

The first class session of my Business Law class this semester focused on four aspects that make up a contract. Without all four elements, there is no contract. With all four in place, a contract is valid. The four elements are: Agreement Consideration Capacity Lawful object Agreement Agreement refers to the understanding between the parties to the contract about what the contract means. This includes the nature and details of a promise or act. In a bilateral contract the agreement is made up of a promise for a promise. A unilateral contract involves a promise for an act. Consideration Consideration is anything of legal value that is in play for the contract. This may include money or other assets. It may also be something else that each party to the contract assigns value to, regardless of it’s monetary value. In some cases promissory estoppel is used in place of consideration. Capacity Capacity refers to the ability of a party to the contract to understand and commit to its terms. Some things that affect capacity include age, state of mind and even blood alcohol level. Contracts entered into by parties that have impaired capacity may be considered voidable or even void. Lawful object A contract must have a Lawful object. This means the contract cannot have an end that is illegal or prohibited. If a contract is entered into which has an illegal object, it is unenforceable. This may include crimes and fraud. Uniform Commercial Code The Uniform Commercial Code (UCC or U.C.C.) is a collection of recommendations or ideals that are generally agreed upon and can be used in the creation of a contract. The UCC may vary from state to state and is not strictly a law in all places. The UCC deals most specifically with Goods. Timing Timing plays several roles in contract law. May contracts become void after a certain amount of time has elapsed. This is one way to terminate a contract. Timing also is crucial to the establishment of a contract. The effects of timing in terms of the offer being accepted, rejected or a counter offer being made were complicated in the past when the primary communication mechanism was traditional mail. Today, with email and other forms...

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