500 words !!

Amaiya Anderson

Elizabeth Rankin

Management 3300

29 September 2021

Chapter 11 : Part One

The Uniform Commercial Code (UCC) are laws that govern the transactions for the sale of goods. The main aim of this code is to create a uniform platform for sales contracts across various jurisdictions (Whaley & McJohn, 2021). The UCC is not binding to any jurisdiction unless they have adopted it. However, in the U.S. Majority of the States have enacted a version of the UCC which means that the contract law will be similar in many states. The UCC provides particular regulations for merchants and defines a merchant as the one who regularly deals in transactions for specific goods or stands as one with special knowledge about those goods which means that they sell a particular type of product.

The aim of a firm offer between merchants should be to buy or sell goods and cannot be cancelled for a defined time period or reasonable time. This rule facilitates commerce and assures the merchants that their offers will be valid for a reasonable time which allows them to participate in other contractual activities. On the other hand, the common law of contacts deals with services and other contracts, not under the UCC.

Advantages of UCC Compared to Common Law

Flexibility: The UCC is more flexible (Flechtner, 2019) in its implementation between sellers and buyers or merchants. In common law, changes to an offer amount to rejection and a counteroffer are considered a brand new offer. This means that consideration is required to modify the offer, which is not the case with UCC. The common law also requires that the offer, price, nature of work, and performance be included in the contract, while the UCC only requires that quantity be included.

Uniformity: It provides a uniform and consistent mechanism to enforce contacts across the states, simplifying and facilitating inter-state transactions.

Ease of applicability: Article two of the UCC regulates contracts for the sale of goods and defines “goods” as things that can be identified when the contract is formed and can be moved. It also reduces the contract list of requirements to have only the quantity written on it. The UCC does not require consideration for good faith modifications, which makes it easy to apply.

Disadvantages of Adopting UCC

Variations: The slight variations in UCC application between various states can confuse parties not conversant with UCC stipulations. Vague contract terms: Disputes can arise between parties due to contract interpretation as the wording in the contract can be generalized and ambiguous (Gormully, pg. 302). However, the parties could be certain that a contract exists between them. Verbal Contract Modification: This provision can override written contract modification requirements if the contract is not signed. It may lead to conflict if concerned parties do not understand this provision.

Conclusion

The UCC was created to provide a platform that will give states a standard jurisdiction in the sale of goods. Since UCC is not binding, states are not required to adopt it; however, it becomes binding when they adopt it. The common law contract regulates contracts for services and other contracts that are not under UCC. Apart from providing a standard platform for the sale of goods, the UCC is also flexible and easy to apply. UCC shortcomings include variations in application in different states and ambiguity in contract terms, resulting in disputes to differences in contract interpretation.

References

Flechtner, H. M. (2019). The Past, Present and Future of the CISG (and Other Uniform Commercial Law Initiatives). JL & Com., 38, 35. https://heinonline.org/hol-cgi-bin/get_pdf.cgi?handle=hein.journals/jlac38&section=7

Gormully, M. C. V. Section 2-302 of the Uniform Commercial Code: The Consequences of Unconscionability in Sales Contracts. https://heinonline.org/hol-cgi-bin/get_pdf.cgi?handle=hein.journals/ylr63&section=46

Whaley, D. J., & McJohn, S. M. (2021). Problems and materials on commercial law. Lippincott Williams & Wilkins.https://books.google.com/books?hl=en&lr=&id=r3QeEAAAQBAJ&oi=fnd&pg=PR27&dq=uniform+commercial+code+article+2&ots=GwvLTfUDpT&sig=rUMvCNlk3UgDtfs-SJ2Q8nssB5s