CONTRACT FOR SALE OF GOODS

This essay’s goal is to examine a contract for sale that has comprehensive, relatable understandings of the universal commercial code, which is used in the contract for sale’s drafting and is described in its article 2 of contents. It also covers how to interpret the sale contract’s statutes. Additionally, it deals with the issue of the business parties maintaining their word and resolving any disputes that may arise through the legal system.

Part 1

MERCHANDISE AGREEMENT

Introduction

A contract can be defined as a legal binding document between a buyer and seller which its obligations are enforceable or in other words recognisable by law. The law under the Uniform Commercial Code- Sales governing contracts came from common law. Article 2 governs the sale of goods which refers to all tangible and intangibles that are movable at the time of identification to a contract of sale.

As per the contract in question under ‘The Sale of Goods’, the statute of frauds SEC 2-201covers that; as per any given sale transaction between a buyer and a seller above 500$ cannot be enforced by any manner of action or contest unless it is clearly outlined in written form of an agreement or contract. Terms of sale such as payments and buying is also stated clearly and understood by both parties in which they must agree upon and must be signed by both parties or agreed agents and broker who are therefore liable to any justification. The quantity of goods sold above the stated in the contract as such (exhibit A) is not enforceable as it is above the quantity of goods stated in writing on the contract. The writing of the contract is insufficient beyond the quantity shown and if it incorrectly states some terms. (Cummins, 2011)

If the contract between the buyer and the seller does not satisfy the statutes of frauds SEC 2-201 as fore stated with understandable reason, it should be submitted in writing. The sender shall receive within the reasonable time and respond if any objections within 10 days of issue of contract. Otherwise, if the contract satisfies the requirements of subsection (1) or an objection is not submitted in writing within 10 days of issue of the contract; then the contract is valid and its entitlements enforceable by law to both parties involved.

The parol evidence rule covers that the terms of the contract with respect to writing in agreement by both parties shall not be in any way contradicted by evidence of prior agreements or otherwise any contemptuous oral agreement. Supplementary evidence can be accepted by consistent additional terms but will not be considered if the additional terms are proved to be completely elusive of the original terms of the contract. Any evidence prior to the contemptuous contract agreement is not allowed to change or contradict the existing terms of the contract unless it is fully integrated in the contract. On this given contract, the parole evidence does not cover the course of the dealing in the delivery title, risk of loss, liability of goods as they are clearly stated to be sold as it is. (Tepper, 2014)

Implied and express warranty is applicable to any sale contract where the goods being sold must be merchantable if the seller is an expert in the goods being purchased. The goods must pass without objection as stated in the contract. The buyer in this case takes the full responsibility of the evaluation of the quality goods being purchased and investigations has been accorded to the buyer by the seller thus any fitness of purpose, quality or merchantability and warranty is solely determined by the buyer. The seller will thus not be liable to any implied warranty claims according to the terms of the contract.

Part 2

To: Client

From: Contract Specialist T&G Consulting

CC:

BCC:

SUBJECT: REVIEW OF BUSINESS BILL UNDER SALE CONTRACT

REF: PROPERTY UNDER ARTICLE 2 OF UCC

In reference to property sale of all assets, property rights and interests of the business including every kind of intangible and tangible assets, that is subject to law of property under article 2 of the Uniform commercial code. Kindly note that the following items fall under article 2.

All goods including specially manufactured goods that are and movable at the time of issuing of the sale contract except the money to be paid, investment securities and things in action. The goods include growing crops and the unborn of young animals including and other things described in exhibit A to be severed from realty (Section 2–107). As such, the goods in Exhibit A must be identified and existing before any interest in them can pass. Any non-existing goods from exhibit A are considered as future goods in which therein still operates under the contract to sell. In isolation, the sale is considered a commercial unit which involves sale of a unit as a single whole according to the contract.

Sincerely,

( _________ )

Contract Specialist T&G consulting

Part 3

Under article 2–403, Power to Transfer; Good Faith Purchase of Goods; “Entrusting”, the purchaser of goods acquires title power of the extent of goods purchased which is assured trust by the seller to be free of all incumbencies whatsoever for an exchange of faith value. All kinds of goods are governed by article 2 except bulk sales and Documents of tittle which is governed by article 9 on secured transactions. (Shippey, 2009)

Conclusion

Despite Article 2 being the governing guideline to the sale of goods and contracts, sometimes the rules take are applied differently especially when both parties to the contract are merchants. Considerations of the Article 2 are also applied when the parties to the sale contract are both specialists in a given area of goods specialization, when this situation occurs then the code changes to common Law which frequently happens with merchants.

References

Cummins, T., David, M., Kawamoto, K., & International Association for Contract and Commercial Management. (2011). Contract and commercial management: The operational guide. Netherlands: Van Haren Publishers.

Tepper, P. R. (2014). The law of contracts and the Uniform Commercial Code. Australia: Delmar Publishers.

Shippey, K. C. (2009). A short course in international contracts: Drafting the international sales contract for attorneys and non-attorneys. Petaluma, Calif: World Trade Press.