Question

UCC Sales Contract

The following question is based on the Sales Contract found in the Contracts Module. Please reference the Sales Contract by clause number as you answer the questions. Remember, this is a contract under the UCC.

Essay (2 complete paragraphs minimum per essay with text and contract references to support your answers)

You received non-conforming goods as a result of an ambiguity in the contract. You ordered goods thinking you would get a particular product. You wanted Razor scooters. That was the original oral communication when you first contacted the selling merchant. You both talked about and agreed on Razor scooters. Thereafter, in phone conversations, you and the seller just used the phrase scooters. The seller prepared a written contract. The contract was signed by both parties. The selling merchant then shipped scooters that are in perfect condition but they are not Razor scooters. Upon receipt of the goods, what are all your merchant options under the contract?

Answer 1

Uniform Commercial Code (UCC) is the result of an effort to harmonize the law of sales and other commercial transactions in all 50 states within the United States of America. The UCC is the longest and most elaborate of the uniform acts. The Code has been a long-term, joint project of the National Conference of Commissioners on Uniform State Laws (NCCUSL) and the American Law Institute (ALI).

The Code, as the product of private organizations, is not itself law, but a recommendation of a set of laws that should be adopted by the states. Once enacted by a state, the UCC is codified into the state’s code of statutes. A state may adopt the UCC verbatim as written by ALI and NCCUSL, or a state may adopt the UCC with specific changes. Unless such changes are minor, they can affect the purpose and meaning of the Code in promoting uniformity of law among the various states.

Sales: UCC Article 2 applies to transactions of goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this Article impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.

Bill of Sale

A bill of sale is commonly used when selling or buying items which have significant value such as aircraft, automobiles, motorcycles and watercraft.

Most states require a bill of sale when buying or selling vehicles or animals such as horses, so that there is proof of purchase.

For items which have less value such as clothing, it is up to the individual to decide whether they want to take the time and draft a bill of sale.

When drafting a bill of sale, it is important to comply with your state’s requirements and these requirements can vary by state.

For example, in some states only the buyer is required to sign the document while other states require both parties to sign the document and some may even require that the form be notarized. However, a generic bill of sale usually includes the following information:

Here the type of bill of sale is

• The date of purchase;
• The name and address of the seller and the buyer;
• The signatures of the seller and the buyer;
• The description of the property being transferred;
• The amount paid for the transfer of ownership;
• Any representations or warranties; and
• A guarantee that the item is free from all claims.

Vehicle Bill of Sale: This is not required in all states. Some states require that you use a bill of sale provided by the DMV while some let you draft your own as long as it complies with the local requirements.

• A bill of sale is a document which records that a sales transaction occurred between two parties. It is important to remember that a bill of sale does not prove ownership and only a title transfer proves ownership. In order for the vehicle title transfer paperwork to be completed, the DMV in your state may require that you bring a completed bill of sale with you.

Merchant” is defined under the UCC as “a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed…”

Merchants, by virtue of their line of work, have more knowledge of sales transactions for the type of goods they sell. They are held to a higher standard under the UCC for this reason

Parties to a contract may wish to modify or change the terms of their contract at some point. The requirements for modifying a contract differ depending on whether the contract involves the sale of goods to or by a merchant.

The UCC applies to contracts for the sale of goods to or by a merchant. Under the UCC, additional consideration is not necessary to modify a written contract, as long as the modification is entered into in good faith.

     Here in this case there is a proof of vehicle bill of sale, it is signed by both the parties so there is no other obligation for the merchant. But the merchant can replace with Razor scooter on the basis of a mutual faith between both the parties if required. So the contract can be modified.

Reference :https://uniformcommercialcode.uslegal.com/articles-of-the-ucc/

http://jec.unm.edu/education/online-training/contract-law-tutorial/the-uniform-commercial-code-ucc