Unit 7 Assignment Memo Template LAW204 – Business Law I ✓ Solved

Unit 7 Assignment Memo Template LAW204 – Business Law I Memo

Unit 7 Assignment Memo Template LAW204 – Business Law I Memorandum To: Vendor From: CC: Other recipients Subject: The Malmart Shipping Agreement shall be effective until February 20, 2021. RE: Shipping Contract Agreement Malmart is a retailer committed to providing shipping service to customers at their convenience. The seller is only responsible for damage during shipping, not for the quality of the merchandise being shipped. The seller is responsible for the transportation costs in any form unless the customer agreed to pay the transportation costs. The seller has the right to reject the goods if the delay in transportation has caused damage, in the case of perishable goods. "The goods" These are the most critical points that we should include in the contract. This will ensure that we have a proper and straightforward operation. The details required by the management in the contract to the supplier must accept the offer and included fact. Therefore, due to the regulations in place and the Contract Act, it is crucial to agree to ensure the proper and easy delivery of my items.

Paper For Above Instructions

Introduction and scope. The Malmart shipping agreement, as described in the memorandum, establishes a framework for allocating risk, liability, and costs during transit. This memo analyzes the core terms identified in the instruction, interprets their legal significance, and provides drafting guidance to strengthen the contract. The focus is on liability for damage in transit (but not for quality), cost allocation for transportation, and the special treatment of perishable goods. The analysis situates these terms within established contract law and sale-of-goods principles to guide enforceable and practical contract drafting. The memorandum also recognizes potential ambiguities in language such as “The goods” and the meaning of “damage” and “perishable goods” and suggests clarifying definitions to avoid disputes. (Beatson et al., 2016; McKendrick, 2018)

Liability for damage in transit versus quality. The instruction provides that the seller is responsible for damage occurring during shipping, but not for the quality of the merchandise itself. In most contractual regimes, the risk of loss and the duty to deliver conforming goods are governed by express terms and applicable commercial law. Express shipping terms often determine when risk passes from seller to buyer and what constitutes “damage” versus “defect” in the goods. Under general contract theory, liability allocation should be clear, with express language specifying damages arising from mishandling, packing defects, or transit accidents. Ambiguity in “damage” could lead to disputes over whether damage constitutes a breach (Beatson et al., 2016; McKendrick, 2018). (Beatson et al., 2016; McKendrick, 2018)

Cost allocation for transportation. The instruction states that the seller bears transportation costs unless the buyer agrees to pay. This allocation aligns with many shipping arrangements and Incoterms conventions, which define who pays for freight, insurance, and export/import duties. In a contract of sale, the cost allocation must be explicit to avoid arguments about hidden charges or implied obligations. Incoterms 2020 provide a structured framework for such allocations and can be adopted to reduce ambiguity in future iterations of the Malmart contract (ICC, 2019). Where domestic law governs, the contract should reference the applicable statute or regulation that governs transport costs and payment timelines (Poole, 2016). (ICC, 2019; Poole, 2016)

Perishable goods and the right to reject. The right to reject goods when transit delays cause damage for perishable items is a high-stakes provision. Perishables demand fast handling and strict performance standards because spoilage raises both economic and safety concerns. Legally, contracts often permit rejection, return, or price adjustment for failure to meet agreed delivery terms, particularly where delay results in material loss. Clarity is essential: define the threshold for “damage” due to delay, specify acceptable transit times, and set remedies (e.g., replacement, rescission, or price reduction). CISG concepts of conformity and timely performance can intersect with domestic contract law in cross-border contexts (Schlechtrien & Schwenzer, 2008; UNCITRAL CISG, 1980). (Schlechtrien & Schwenzer, 2008; UNCITRAL CISG, 1980)

Definition of “The goods” and essential terms. The phrase “The goods” appears as a focal term but lacks precise definition in the shorthand memo. A well-drafted contract should define the goods, quantity, quality standards, packaging, labeling, documentation, delivery schedule, and acceptance criteria. Clear definitions reduce post-breach disputes about what was delivered versus what was contracted. The broader body of contract and sale-of-goods law emphasizes that a contract should articulate unambiguous terms to satisfy formation requirements and minimize disputes (McKendrick, 2018; Poole, 2016). (McKendrick, 2018; Poole, 2016)

Legal framework and practical drafting guidance. The referenced “Contract Act” and related statutory frameworks underpin the enforceability of the maritime or shipping contract. Depending on the jurisdiction, contract formation requires offer, acceptance, consideration, and intent to create legal relations. In sale-of-goods contexts, statutes may address risk of loss, warranty, and remedies for breach. When drafting, it is prudent to incorporate governing law, venue, and dispute resolution provisions, as well as remedies for breach such as damages, specific performance, or indemnities. International and domestic regimes offer complementary guidance: CISG for international sales, UCC Article 2 for U.S. sales, and UK Sale of Goods Act for the UK context (McKendrick, 2018; Beatson et al., 2016; UCC Article 2; UK Sale of Goods Act 1979). (McKendrick, 2018; Beatson et al., 2016; UCC Article 2; UK Sale of Goods Act 1979)

Recommendations for contract drafting. To strengthen the Malmart shipping agreement, the following drafting steps are recommended: (1) define “The goods,” including quantity, quality standards, packaging, and inspection rights; (2) specify the exact liability regime for damage in transit and exclude liability only for post-delivery defects or quality issues not caused by shipping; (3) clarify who bears transportation costs under each Incoterms scenario or domestic framework; (4) codify special rules for perishable goods, including trigger events for rejection, remediation options, and timeframes; (5) incorporate risk-of-loss clauses aligned with applicable law (e.g., UCC Article 2 for domestic sales or CISG for international sales) to ensure consistency; and (6) include remedies, notices, and dispute resolution mechanisms (Christopher, 2016; UNCITRAL CISG, 1980; ICC Incoterms, 2019). (Christopher, 2016; UNCITRAL CISG, 1980; ICC, 2019)

Conclusion. The Malmart shipping agreement as drafted provides a useful starting point for allocating risk and costs related to transit. However, to reduce litigation risk and to promote smoother operation, the contract should include precise definitions, explicit liability limits, a transparent allocation of transportation costs, robust treatment of perishable goods, and clear remedies. By aligning the contract with established contract law and, where appropriate, CISG or UCC guidance, Malmart and its suppliers can avoid ambiguity and improve enforceability (Beatson et al., 2016; McKendrick, 2018; Schlechtrien & Schwenzer, 2008; UNCITRAL CISG, 1980). These refinements will support reliable performance, better risk management, and clearer expectations for both parties (Christopher, 2016).

References

• Beatson, J., Burrows, A., Cartwright, J. Anson's Law of Contract. 30th ed. Oxford University Press, 2016.
• McKendrick, E. Contract Law: Text, Cases, and Materials. 9th ed. Oxford University Press, 2018.
• Poole, J. Textbook on Contract Law. 12th ed. Oxford University Press, 2016.
• Treitel, G. Eric. The Law of Contract. 14th ed. Sweet & Maxwell, 2011.
• Schlechtrien, P., Schwenzer, I. (Eds.). The CISG: A Commentary. Oxford University Press, 2008.
• UNCITRAL. United Nations Convention on Contracts for the International Sale of Goods (CISG). Vienna, 1980.
• ICC. Incoterms 2020. International Chamber of Commerce, 2019.
• Uniform Commercial Code (UCC) Article 2, Sales. Official text as adopted by US jurisdictions.
• UK Sale of Goods Act 1979, c. 54. UK legislation.
• Christopher, M. Logistics & Supply Chain Management. Pearson, 2016.