Business Law week 2

 Required Resources

 Text

Rogers, S. (2012). Essentials of Business Law [Electronic version]. Retrieved from https://content.ashford.edu/

• Chapter 4: Contracts: Offer, Acceptance, and Consideration
• Chapter 5: Contracts: Capacity, Genuine Assent, the Statute of Frauds, and Illegality
• Chapter 6: Third Parties, Performance and Discharge of Contracts, and Remedies
• Chapter 7: The UCC: Formation and Modification of the Sales Contract

 Recommended Resources

 Multimedia

DeAngelis, M. (2012, September 19). Did Jerry Garcia's drug-induced haze compromise his contractual capacity? (Links to an external site.)Links to an external site. [Blog post]. Retrieved from http://legalstudiesclassroom.blogspot.com/2012/09/did-jerry-garcias-drug-induced-haze.html

• Video of court testimony and attorney argument related to divorce settlement agreement.

Websites

Legal Information Institute. (n.d.). Uniform Commercial Code. (Links to an external site.)Links to an external site. Retrieved from http://www.law.cornell.edu/ucc/ucc.table.html

• The UCC is a model law as it applies to the sale of goods. It will help students understand the elements of a valid contract and, develop their legal reasoning and ability to apply the law to facts related to contracts for the sale of goods.

Smith, C. A. (2012). Contracts. (Links to an external site.)Links to an external site. Retrieved from http://www.west.net/~smith/contracts.htm

• Information regarding elements of a contract and remedies for breach.

Interactive Exercises

Rogers, S. (2012). Essentials of Business Law [Electronic version]. Retrieved from https://content.ashford.edu/

• Section 4.1: Applying the Law: Types of Contracts (Links to an external site.)Links to an external site.
• Section 4.2: Applying the Law: The Offer (Links to an external site.)Links to an external site.
• Section 4.3: Applying the Law: Acceptance (Links to an external site.)Links to an external site.
• Section 4.4: Applying the Law: Consideration (Links to an external site.)Links to an external site.
• Section 7.1: Applying the Law: Sales Contracts (Links to an external site.)Links to an external site.
• Section 7.2: Applying the Law: Statute of Frauds  (Links to an external site.)Links to an external site.

Week Two Lecture

Contracts and the Uniform Commercial Code

Contracts

 A contract is not a "thing," but a relationship between its parties. This relationship entails mutual rights and duties contained in what is essentially a set of promises that the courts will enforce. Liuzzo (2013) defines a contract as “a legally enforceable agreement that is created when two or more competent parties agree to perform, or to avoid performing, certain acts that they have a legal right to do and that meet certain legal requirements” (p.50).

It is important to note that while all contracts are promises, not all promises are contracts. Some promises are unenforceable and, therefore, not contracts. For a promise to be enforced, it must include all of the essential requirements of a legal, binding contract: 

• Offer: An invitation to enter into a contract must objectively indicate a present intent to contract, must be made in definite and certain terms, and must be communicated to another person (called the offeree).
• Acceptance: An offer must be accepted by words or conduct that show assent by the offeree to enter into the contract under the terms of the offer. Taken together, offer and acceptance are often referred to as Mutual Assent.
• Consideration: Each party to a contract must intentionally exchange a legal benefit or incur a legal detriment as an inducement to the other party to make a return exchange
• Legality: The purpose of a contract must not be against the law or otherwise against public policy.
• Capacity: The parties must have contractual capacity. Some persons, such as incompetents (persons placed under guardianship by a court order), have no legal capacity to contract, while others, such as minors, non-adjudicated incompetent persons, and intoxicated persons, have limited capacity to contract.  All others have full contractual capacity.

In certain instances, a contract must be evidenced by a writing to be enforceable, but in most cases, an oral contract is binding and enforceable.  

As you review each contract element, you may find this Contracts (Links to an external site.)Links to an external site. tutorial helpful.

For an interesting discussion of whether emails could be considered enforceable contracts, please read Are Your Emails Enforceable Contracts? (Links to an external site.)Links to an external site.

Uniform Commercial Code

The Uniform Commercial Code (UCC) governs many aspects of commerce, including the sale and leasing of goods, negotiable instruments, bank deposits, letters of credit, investment securities, secured transactions, and other commercial matters. Every state has adopted at least part of the UCC to govern commercial transactions within that state.

General contract law governs all contracts outside the Code. For example, the Code does not apply to insurance contracts, employment contracts, service contracts, contracts involving real property (land and anything attached to it, including buildings), and contracts for the sale of intangibles such as patents and copyrights.  These transactions continue to be governed by general contract law.  In contracts that are for both a service and goods, most states use the predominant purpose test. If the primary purpose of a contract is to sell goods, the UCC governs the whole transaction; if the primary purpose of the contract is to deliver a service, general contract law prevails. Buying parts to repair your own auto is a sale of goods. Taking your car in for repair work that requires new parts is the rendering of a service.Please visit Cornell University Law School's web page to review the Uniform Commercial Code (Links to an external site.)Links to an external site. in its entirety.Forbes School of Business Faculty

References

Cornell University Law School. (n.d.) Uniform Commercial Code. Retrieved from https://www.law.cornell.edu/ucc

Herzfeld, O. (2013, December 9). Are your emails enforceable contracts? Retrieved from https://www.forbes.com/sites/oliverherzfeld/2013/12/09/are-your-emails-enforceable-contracts

Liuzzo, A. L. (2013). Essentials of business law (8th ed.). New York, NY: McGraw-Hill.

Rogers, S. (2012). Essentials of business law. Retrieved from https://content.ashford.edu/

Smith, C. A. (2016). Contracts. Retrieved from http://www.west.net/~smith/ktoc.htm

 DISCUSSION 1

 Read the Case Campbell Soup Co. v. Wentz in the text. Answer the following questions:

• What were the terms of the contract between Campbell and the Wentzes?
• Did the Wentzes perform under the contract?
• Did the court find specific performance to be an adequate legal remedy in this case?
• Why did the court refuse to help Campbell in enforcing its legal contract?
• How could Campbell change its contract in the future so as to avoid the unconsionability problem?

• Guided Response: Review your peer’s responses. Respond to at least two of your classmates’ letting them know if you agree with their analysis. Legal analysis is fact driven. If your analysis of the facts is different from a peer’s response, list the facts that led you to your conclusion. Did your peer give more weight to facts that you found unimportant? Respond to at least two of your classmates’ posts by Day 7.

DISCUSSION 2

Read the Ace Heating and Cooling scenario in your text and answer the following questions:

• Under UCC 2-302, who has the best chance of getting out of the contract due to unconsionability?
• The symbol for justice features a woman wearing a blindfold illustrating that the law should be applied the same way regardless of who the parties are. Does the UCC rule seem to contradict this? Which approach do you think is more ethical?
• Note that both Glamour and Shady Rest are businesses, and courts rarely find that contracts between two businesses are unconscionable. The rationale is that a business is a sophisticated entity, familiar with transactions and able to protect itself. Do you think Glamour and Shady Rest are in a comparable position in regard to this contract? Why or why not?

Guided Response: Respond to at least two of your classmates by Day 7, explaining your position and why you agree or disagree with their comments. Do you think the contracts are fair or unfair considering the parties had a disproportionate ability to bargain? Under UCC Section 2-302 the court has the discretion to find the contract unconscionable. Do you think this is a good approach? What other methods to resolve this issue is appropriate?  

ASSIGNMENT

Critical Analysis Paper

Describe an example of a contract that you or someone you know entered into (e.g., rental agreement, cell phone agreement, property purchase or lease [e.g., car, home, furniture, etc.], home or car repair, or student loan agreement). In your description, be sure to provide specific contractual details including parties and subject matter involved. You must also address the following:

• Define the five essential elements of an enforceable contract, and demonstrate how each element relates to your example.
• Explain the circumstances of a breach of contract in your example, and discuss possible remedies.

The paper must be three to four pages in length (excluding title and reference pages) and formatted according to APA style as outlined in the Ashford Writing Center. You must use at least two scholarly sources other than the textbook to support your claims. Cite your sources in-text and on the reference page. For information regarding APA samples and tutorials, visit the Ashford Writing Center (Links to an external site.)Links to an external site..