UCC Scenario Essay

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Legal Memo

Acme Box and Container Company v. Long Haul Moving Company

In this paper, I will elaborate on the various elements of the commercial transaction between two companies, Acme and Long Haul and offer an opinion as to the evidences of Acme's suit for breach of contract against the other company, Long Haul. Additionally, I will consider Long Haul's possible defenses to the suit. This is meant to show the ways both parties can offer a proper case to the courts. The essay will provide further insight into current laws concerning UCC. Whether private parties have to adhere to the same regulations and standards.

Development of enforceable potentials between the two parties calls for an offer and acceptance, or what business law labels "mutual agreement" and consideration, removing potential defenses. "During the service negotiation or renegotiation, a consumer exchanges a number of contract messages with a provider in order to reach a mutual agreement" (Johnston, 2012, p. 292). In the scenario the UCC applies and since both parties are companies that buy and sell goods. They are what is termed, "merchants" and the transaction between them involves the sale of merchandise, "boxes" making the transaction a goods contract. A service contract would entail the purchase of services.

The supply catalogue from Box Co. can be considered an offer, which Moving Co. acknowledged, placing an order of 5000 boxes on Feb. 16. Nevertheless, businesses frequently view supply catalogues as "invitations to bid," much like advertisements are. Businesses do not consider these actions, offers. In the UCC or "Uniform Commercial Code," the act of submission of a purchase order may be categorized as an offer. This seller can then reject or accept this offer. Acme Box did accept and made it known their conditions: "because of variation in pigments, seller cannot guarantee the color of imprint of any product." Acme or Box Co. was careful to include all significant terms in a clear quote letting the buyer know the printing could be different from expected.

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When buying the boxes, Long Haul also added a conditions term stating: "Strict adherence to terms and samples is required." The problem with this is, it is too vague. Acme sent one sample in and when Long Haul placed the order, they placed a formal offer. Any counteroffers or conditions was taken as acceptance under UCC law.

The rigidity of the common law rule ignored the modern realities of commerce. Where preprinted forms are used to structure deals, they rarely mirror each other, yet the parties usually assume they have a binding contract and act accordingly. Section 2-207 rejects the common law mirror image rule and converts many common law counteroffers into acceptances under 2-207(1) (Helewitz, 2007, p. 47).

Long Haul's phone call to Acme on Feb. 1 can be seen by the courts as an offer. Acme's subsequent shipment of boxes may be considered an acceptance. When Long Haul placed the order after seeing the sample and then added the condition that shipment must be the same as sample, they also enforced what the courts could see as a potential non-negotiable condition that could then remove liability from Long Haul to pay for the boxes shipped. However, UCC states any counteroffers; including conditions, can be seen as acceptance, regardless of conditions.

Acceptance then becomes a grey area of interpretation. Under the UCC, an acceptance may be done by any rational means under the conditions. This signifies that the shipment of boxes from Acme established an acceptance making the contract Long Haul and Acme have, a unilateral contract. Since mirror image rule does not apply in UCC Acme's disclaimer of guarantee of color was most likely not considered as part of the offer Long Haul accepted if the courts decide Acme made the offer. As Long Haul's acceptance contained a disclaimer of their own, under the UCC, a contract would still have been formed and disclaimers like Long Haul made would be part of the contract as Acme accepted.....

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