LEG 565 Week 8 Assignment
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Strayer University *
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LEG 565
Subject
Law
Date
Feb 20, 2024
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docx
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6
Uploaded by DrTapirPerson1034
Nyguira Graham
Professor Lori Baggot
LEG 565: Week 8 Assignment – Food, COVID, and the Uniform Commercial Law
Based on the scenario provided, it can be determined that a contract was indeed formed. Since there was an agreement to buy and sell groceries and sundries for five years between Dan, Leo, and Public Growers, Inc, with the understanding that a consistent number of products would
be purchased weekly, a contract was therefore formed. “Article 2 of the Uniform Commercial Code (UCC) governs sales contracts or contracts for the sale of goods (Clarkson, 1, p. 361)
.” The
UCC also provides rules and regulations for commercial transactions related to the sale of goods.
So therefore, this situation would be governed by the Uniform Commercial Code (UCC) since it deals with the sale of goods, which would include groceries and sundries.
“Under the parol evidence rule, if a court finds that a written contract represents the complete and final statement of the parties’ agreement, it will not allow either party to present parol evidence (Clarkson, 2, p. 302)
.” The whole idea behind this rule is to give importance to the written contract as the best evidence of the parties' intentions. In this case, parol evidence may be admissible to explain the terms of the contract since the contract does not actually define what constitutes groceries and sundries, but however, the UCC does has certain exceptions when it comes to the interpretation of contracts. “For example, the UCC's "Statute of Frauds" requires that certain contracts, including sales of goods over $500, must be in writing. If the contract is clear and understanding, parol evidence may not be admissible.
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Dan and Leo may still be able to successfully sue for breach of contract, even if they were forced to close two stores due to COVID. If Public Growers, Inc. assured them that they would always have enough fruit and vegetables, then they may be in breach of the contract if they fail to fulfill this promise. However, the contract's specific terms and any limitations or exceptions outlined within it, as well as the impact of COVID on the contract's performance, will
all need to be considered when making this determination. Three potential contract defenses for Public Growers Inc are force majeure, commercial impracticability, and frustration of purpose. If
the contract includes a force majeure, which excuses performance in certain circumstances outside of the parties' control, Public Growers, Inc. may be able to use this as a defense. This determination will depend on how it is interpreted within the context of the contract and applicable law.
If Public Growers, Inc. can prove that performance of the contract was utterly impossible,
such as due to natural disasters or other unforeseen circumstances beyond their control, they may
be able to avoid liability for breach of contract. However, this defense is difficult to establish and
requires a high burden of proof. If the performance of the contract has been frustrated by an unforeseen event, such as COVID, which significantly changes the purpose of the contract, Public Growers, Inc. can argue that they should be released from their obligations. However, once again, the determination of this defense will depend on how it is interpreted within the context of the contract and applicable law.
Sources
1.
Kenneth Clarkson. 2019. Business Law: Text and Cases - Article 2—The Sale of Goods .
https://strayer.vitalsource.com/reader/books/9780357129746/pageid/390
.
2.
Kenneth Clarkson. 2019. Business Law: Text and Cases -The Parol Evidence Rule . https://strayer.vitalsource.com/reader/books/9780357129746/pageid/331
.
3.
Vanessa Miller. September 15, 2022. Three Key Defenses to Contractual Performance: Force Majeure, Commercial Impracticability, and Frustration of Purpose. https://www.foley.com/en/insights/publications/2022/09/3-defenses-contractual-
performance-force-majeure
.
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