1) Does Article 2 of the Uniform Commercial Code (UCC) apply to the contracts
between Grocery and its vendors? Do common law contracts apply? Explain, in
detail, why or why not. Your answer should compare and contrast common law
contracts and UCC Article 2 contracts.
Yes Article 2 of the UCC does apply to the contracts between Grocery and their
vendors. Article 2 applies to all contracts for the sale of goods (2-102). The code
contains a somewhat complicated definition of goods (2-105),the most important
thing to understand is that the term goods means tangible personal property.
Article 2 does not apply to contracts for the sale of real estate or stocks and bonds
and other intangibles. The drafters of the code also tried to promote fair dealing
and higher standards of behavior in the marketplace. They attempted to do this in
several ways in Article 2. The Code imposes a duty on everyone making
agreements under the Code to act in good faith (1-203).
The Code also imposes
certain standards of quality on sellers of goods as a matter of law.
Common law contracts would also apply to the Grocery and their vendors, due to
the mixture of goods and services. Common law would apply to the service
element that is predominant in the contract with regards to the delivery of the
goods. (Barnes, J). The difference between Article 2 and common law is that if
the contract is for the sale of goods then Article 2 would apply, if it is not then
the principles of common law under contracts would apply.
Article 2 reflects an attitude about contracts that is fundamentally different from
that of the common law. The Code is more concerned with rewarding people's
legitimate expectations than with technical rules, so it is generally more...