Bridgewater State University Accounting Finance Department

Bridgewater State Universityaccounting Finance Departmentacfi 406 5

Identify the core assignment question: Analyze various legal and contractual scenarios involving business transactions, dispute resolution, product liability, property rights, and contractual breaches, providing detailed legal reasoning, rights and remedies, and applicable law interpretations.

Sample Paper For Above instruction

In the realm of business law, contractual relationships and disputes form the cornerstone of commercial interactions. This paper explores five distinct scenarios demonstrating various legal principles, including contract formation, breach, dispute resolution, property rights, and product liability, highlighting the rights and remedies available to parties involved.

1. The Rights of Shoestring Software Against Lonely Guy

The first scenario involves an oral contract between The Lonely Guy Computer Dating Company and Shoestring Software. Although the agreement was severally confirmed via a letter, the contract's enforceability hinges on whether a valid offer and acceptance, along with consideration, exist. Under the Uniform Commercial Code (UCC), which governs contracts for the sale of goods, a contract may be formed through oral agreement, especially when confirmed in writing (UCC §2-201). Shoestring's letter confirming the terms may serve as evidence of a contract, especially if their conduct aligns with performance obligations.

Since the tender of the software was completed, and the contract was verbally accepted with confirmation, Shoestring has rights under the breach of contract doctrine. Specifically, they may seek damages for non-acceptance and non-payment, including lost profits and consequential damages, unless defenses such as mistake, misrepresentation, or impossibility apply (Restatement (Second) of Contracts §235). The fact that the agreement was verbal does not preclude enforceability if the parties' conduct evidences an intent to contract. Therefore, Shoestring Software likely has a right to pursue damages or specific performance, depending on the circumstances.

2. Arbitration Clause Disputes Between Fat Foods, Inc. and Lean Machine

The second case examines whether increased delivery timeframes included in subsequent written confirmations modify the existing oral agreement and whether the arbitration clause is part of this modification. Under the UCC §2-207, a writing that states additional or different terms may form a contract if both parties are merchants, and the acceptance is not expressly conditional on assent to the new terms. The initial course of mailing and initialing confirms an agreement, but objections to specific modifications—particularly the extension of delivery—may prevent the new terms from becoming part of the contract unless the parties agree.

Furthermore, the arbitration clause's inclusion depends on whether it was incorporated into the final agreement. Since Fat Foods objected to the arbitration clause in the third and fourth confirmations, and their objections were timely, the court may determine that the clause was not incorporated into the final contract. The judgment of the trial court that the arbitration clause was not part of the agreed terms appears consistent with the principles of contract modification and incorporation under UCC §2-207. Therefore, the court's ruling is likely correct, and the case should proceed without arbitration.

3. Bo Jackson's Rights After Receiving Damaged Goods

In the third scenario, Bo Jackson, who purchased shoes from Carl Lewis Company, discovers cosmetic blemishes upon receipt. Under the UCC §2-601, a buyer has the right to reject goods that do not conform to the contract at the time of delivery. Since the shoes had cosmetic defects that substantially impair their value, Bo may reject the goods, provided rejection occurs within a reasonable time (UCC §2-602). Alternatively, he can revoke acceptance if he accepted the goods despite discovering the defects, as long as the defects were latent and the acceptance was based on the assumption that the goods conformed. Given that he discovered the blemishes upon inspection after acceptance, Bo's rights include rejection or revocation of acceptance.

Moreover, Bo’s remedies include seeking damages for breach of warranty or damages based on the diminution in value caused by the defects (UCC §§2-714, 2-715). Since payment has already been made, rejection and revocation are essential to avoid becoming bound by the defective goods. Therefore, Bo can still refuse to accept the goods or revoke acceptance if the defects substantially impair the value, and he may recover damages accordingly.

4. Kanye's Rights Against Dewey Cheetum Jewelers and the Buyer

The fourth situation involves Kanye's contract for a diamond ring, which was sold improperly due to the jeweler's sale to another buyer without final delivery. Under the UCC §2-503, the seller's failure to deliver the goods in accordance with the contract constitutes a breach. Kanye has the right to demand specific performance of the original agreement or damages for breach, including recovery of any installment payments made.

Furthermore, since Dewey Cheetum Jewelers attempted to sell the ring to another buyer, they may have breached the contract. Kanye's rights include rescission and damages, and potentially, if relevant, claims for fraudulent misrepresentation if the jeweler misled him about the ring's availability. As for the third-party buyer, Chris Brown, since he purchased the ring from a seller in breach, Kanye may have a claim to recover the ring or damages from Cheetum’s estate or the initial seller, possibly establishing that the sale to Brown was voidable based on Cheetum's breach of contract.

5. Pong Golf Ball Co.'s Warranty Disclaimers and Patent Infringement

The fifth scenario involves Pong’s contractual warranty disclaimer and a patent infringement notice regarding the "Rocket" golf balls. According to UCC §2-316, a disclaimer of warranties must be conspicuous and unambiguous to be effective; therefore, the clause explicitly denying implied warranties may shield Pong from certain warranty claims. However, if the court issued a cease-and-desist order due to patent infringement, Pong's obligation shifts from warranty considerations to compliance with intellectual property rights.

Fuzzy's refusal to accept delivery based on the court order is justified, and Pong may face breach of contract claims if they attempt to enforce the sale despite the cease-and-desist order. Nonetheless, Pong might argue that the disclaimer limits their liability for implied warranties, but court rulings concerning patent rights take precedence. Fuzzy could pursue claims for breach of warranty within the limits of the disclaimer or seek damages due to the patent violation or misrepresentation about the product’s legality.

Conclusion

The explored scenarios embody fundamental principles of contract law, breach, and remedies, emphasizing the significance of written agreements, timely notice of defects, and the legal ramifications of breach and non-performance. Parties must understand their rights and obligations to navigate disputes and enforce their legal interests effectively.

References

  • Restatement (Second) of Contracts. (1981). American Law Institute.
  • Uniform Commercial Code §2-201. (n.d.). Retrieved from https://www.law.cornell.edu/ucc/2
  • Uniform Commercial Code §2-207. (n.d.). Retrieved from https://www.law.cornell.edu/ucc/2
  • Uniform Commercial Code §2-601. (n.d.). Retrieved from https://www.law.cornell.edu/ucc/2
  • Uniform Commercial Code §2-602. (n.d.). Retrieved from https://www.law.cornell.edu/ucc/2
  • Uniform Commercial Code §2-503. (n.d.). Retrieved from https://www.law.cornell.edu/ucc/2
  • UCC §2-316. (n.d.). Disclaimers of warranties. Retrieved from https://www.law.cornell.edu/ucc/2
  • Harper, J. (2019). Business Law. McGraw-Hill Education.
  • Clark, D. (2020). Contract Law: Cases, Materials, and Problems. Foundation Press.
  • Fitzgerald, P. (2018). Civil Litigation and Dispute Resolution. Aspen Publishing.

Related Assignments