Grocery, Inc. is a retail store that has many contracts with a variety of vendors to purchase products they sell in their stores or from their warehouses. Grocery also has several store locations in the U.S. were they receive a variety of shipments from their individual or international vendors. One of those vendors in particular is Cereal, Inc. Grocery and Cereal have a contract with specify how many cases of cereal that Grocery will purchase per month and the cost per case that Cereal will charge. The contract states Grocery will purchase 20 cases of cereal per month at $22 per case. Now that Cereal has had damage done to some of their product, Grocery and Cereal need to come to an agreement.
The Contract between the two parties is a formalized agreement. There needs to be a broad range of matter, including the sale of goods. In a typical ÃÂbreach of contractÃÂ action, Grocery will need to show where this certain cereal is acceptable, if not they will have to honor the contract until the expiration date.
In this case, the contract covers the agreement for 20 cases of cereal to be delivered monthly. However, it does not include what kind of cereal is required to be delivered to the grocery stores. In most cases of dealing with vendors, what you order from them would need to be in writing. Cereal should have implemented in the contract the Uniform Commercial Code (UCC).
Henry R. Cheeseman (2004) states, ÃÂSometimes the parties to a sale or lease contract leave open a major term in the contract. The UCC is tolerant of open termsÃÂ (Cheeseman p. 384). This open term that Cereal is relying on is the gap-filling rule. Since the written contract does not contain a provision on the exact...