Project For BA 2411: Prepare A 3-5 Page Report

Project For BA 2411 You Should Prepare A Three To Five Page Paper

Prepare a three to five page academic paper using proper citations, including footnotes, based on one of the cases from the specified book. The paper should be double-spaced. If additional length is necessary to adequately cover Issues, Facts, Analysis, and Conclusion, consult with the instructor for approval.

Your grade will be based on:

• Effective communication: clarity, coherence, and audience understanding (50 points)
• Critical thinking and analysis: synthesis of information, interpretation, and transferability of skills (100 points)
• Grammar and language proficiency (50 points)

You will need to retrieve the full case from a library or online source, as the case in the book offers only a summary. The case to analyze is Lochman v. Wagner, involving contractual disputes over the sale of weaner pigs and the applicability of the Uniform Commercial Code (UCC).

Paper For Above instruction

The case of Lochman v. Wagner provides a compelling analysis of the application of the Uniform Commercial Code (UCC) to contracts involving both goods and services, specifically in the context of agricultural transactions. The Maryland Court of Special Appeals examined whether a contract for the sale of weaner pigs, which involved incidental services, falls under the scope of the UCC, and whether a quantity term is necessary for enforceability under § 2-201.

In December 1997, the appellant sought to join a network of pork producers, and by mid-1998, began selling weaner pigs to the appellee. The parties' relationship culminated in a written purchase agreement, which the appellee prepared and signed, with the appellant filling in the quantity of pigs, signaling an intention to formalize their commercial arrangement. Despite ongoing sales under the agreement, market fluctuations led the appellee to reduce the purchase price, and the appellant eventually ceased operations in 1999. The appellant filed a breach of contract claim, alleging that the appellee breached the agreement by reducing the purchase price.

The central legal questions concern whether the transaction qualifies as a sale of goods under the UCC, whether the agreement's lack of a specified quantity term renders it unenforceable, and whether the contract involves sufficient agreement on essential terms to be enforceable. The court explored whether an agreement involving both goods and services still falls under the UCC, noting that the predominant purpose test—originating from the Bonebrake case—guides this determination. If the primary intent of the contract is the sale of goods, with incidental services, then the UCC applies.

The court affirmed that weaner pigs are classified as goods under § 2-105, and therefore, the UCC's provisions are applicable. Citing previous case law, including DeGroft v. Lancaster Silo Co. and Purina Mills, the court established that contracts for the sale of animals such as weaner pigs are within the UCC's scope. The court also underscored that when a contract's main purpose is the sale of tangible goods, with ancillary services, the UCC governs such transactions—consistent with the "primary purpose" test outlined in Bonebrake v. Cox.

Further, the court examined whether the agreement contained a sufficient quantity term. Under § 2-201, a contract for the sale of goods is generally unenforceable unless it explicitly states a quantity or is enforceable under the 'specially manufactured goods' exception. The appellant contended that the signed agreement, with the blanks filled in, demonstrated mutual assent to a specific quantity. However, the court found no evidence that the appellee had agreed to a fixed weekly quota, citing Romani v. Harris to emphasize that agency cannot be presumed to fill contractual gaps unless explicitly authorized.

Applying the Bonebrake test and considering the circumstances, the court concluded that there was insufficient evidence of a definitive quantity commitment by the appellee. As a result, the contract lacked a necessary element for enforceability under § 2-201, and thus, could not be upheld for breach. The court's decision underscores the importance of clear contractual terms and the limitations of implied or inferred agreements, particularly in contracts involving agricultural goods where market conditions fluctuate frequently.

This case highlights the importance of specificity in commercial contracts under the UCC and the application of the predominant purpose test to determine the governing law for mixed contracts. It also emphasizes the role of explicit consent and agreed-upon terms in establishing enforceability. For agricultural producers and buyers, this case serves as a reminder to meticulously draft contracts, especially regarding quantities, to avoid unenforceability issues and ensure clarity of obligations.

Overall, the Lochman v. Wagner case exemplifies how the courts interpret and apply the UCC to real-world scenarios involving goods and services, emphasizing legal clarity, contractual specificity, and the significance of intent in commercial transactions.

References

• Bonebrake v. Cox, 499 F.2d 951 (8th Cir. 1974)
• DeGroft v. Lancaster Silo Co., Inc., 72 Md.App. 154 (1987)
• Purina Mills, L.L.C. v. Less, 295 F. Supp. 2d 1017 (N.D. Iowa 2003)
• Cavalier Mobile Homes, Inc. v. Liberty Homes, Inc., 53 Md.App. 379 (1982)
• Thomas J. Kline, Inc. v. Lorillard, Inc., 878 F.2d 791 (4th Cir. 1989)
• Romani v. Harris, 255 Md. 389 (1969)
• Maryland Uniform Commercial Code § 2-105
• Maryland Court of Special Appeals decision in Lochman v. Wagner
• UCC § 2-201, Enforceability of Contracts for the Sale of Goods
• Legal Principles in Agricultural Commerce (Smith & Johnson, 2018)