BLAW 220. Business Law. Listen to the voice lectures.

Business Law
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RECORDING ONE
Uniform Commercial Code (UCC): The UCC constitutes of several uniform Acts that have been as law in the US. It was first published in 1952 with primary objective of harmonizing and unifying laws pertaining not only to sales but other commercial transactions in the region. Considering the closeness of the different states in the country, it is quite common to find commercial transactions that have extended across the borders. For instance, commodities may be manufactured in Florida, warehoused in California, sold from Washington, and delivered in New York. According to Mentschikoff (1964), “The UCC achieved the goal of substantial uniformity in commercial laws and, at the same time, allowed the states the flexibility to meet local circumstances by modifying the UCC's text as enacted in each state”. It is essential to note that the UCC handles sales and commercial transactions that concern movable property and does not relate to real property. Despite the success that the UCC has achieved over the years, some states including Louisiana have not embraced all the articles that are enshrined. Similarly, the US jurisdiction of American Samoa has not adopted any of the articles stipulated and constituted in the UCC. The UCC contains 9 distinct articles including general provisions, sales, leases, negotiable instruments, bank deposits and collections, funds transfer, letters of credit, bulk transfers and sales, warehouse receipts, investment securities and secured transactions. The articles have been amended and revised over the years
Open Terms: Additionally, recording one also touched on the matter of open terms. According to common law and in relation to contracts of sales, it is highly recommended that all parties agree on all the terms before engaging in any business transaction. However, there are cases where some terms are usually omitted. In such cases, the statues advocate for the terms to be filled by gap fillers. However, if a sales issue is taken to court and it is identified that there are several terms omitted then it may likely be ruled that the parties were not keen on engaging in a contract. In the scenario that the price of a commodity is omitted then as per the statute it will be any reasonable amount at the time the goods are delivered. Similarly, if there was no specification on the time of delivery then the products should be delivered within reasonable time. For instance, if some orders and pays for commodities that they evidently require to fulfil a particular need or urge then it would be unreasonable to deliver them a year later. It is essential to note that the statute prohibits the filling in of the quantity amount if it was omitted from the contract. The logic is that one may take advantage and in the process, make the other party incur losses from the sales contract.
RECORDING TWO
Statute of Frauds (SOF): It is a legal concept that entails that some types of contracts should be executed in writing. Some of the notable contracts covered by the statute include sale of land, sale of commodities whose values exceed $500 and any contracts over 1 year. For instance, it is not wise engaging in a land sale transaction verbally because it becomes easy for either party to change the terms. The buyer may underquote the value of the land or the seller may select another piece that the buyer was never interested in. The SOF also covers the written confirmation rule. According to Bernhardt (2017), “in a contract between merchants, if a merchant confirms in writing a contract with another merchant, the merchant who receives the confirmation has 10 days to object to the confirmation and the facts states or they cease to have the right of using the statute of frauds as defense when sued for breach of contract. For example, Bruce agrees to sell iron sheets to Mary worth $2000 dollars after a brief meeting on phone. Bruce proceeds to write down a contract where he notes that there has been an increase in price to $2500. Mary receives the contract but fails to respond within 10 days. However, she receives the iron sheets and becomes adamant on paying the initial agreed price of $2000. In that scenario, she cannot use SOF as defense because she failed to object to the new terms within reasonable time. Additionally, the SOF can also not be used as defense in regards to specifically manufactured goods. For instance, based on the above example, say Bruce and Mary engaged in a contract where Bruce would supply customized iron sheets and he made substantial efforts in that regard. However, when the goods were about to be delivered, Mary changed the order and requested for ordinary iron sheets since they were cheaper. In that case, Mary is liable to pay for the customized iron sheets and cannot use SOF as defense.
RECORDING THREE
Transfer of Title and Risk of Loss: As is the case with all business transactions, there reaches a point when the ownership of the commodities pass from the seller to the buyer. During that point the transfer of loss and any damage to the goods is also transferred. That is it may, there have been issues in the past that have warranted of various contracts. For one, the Free on Board (FOB) is a shipping contract that stipulates that the risk of loss or damage to the goods is passed to the buyer the moment they are handed to the carrier. For example, Mike in the USA purchases bicycle spare parts from Wuan in China and make all the required payments. Wuan proceeds and arranges for shipping o...