Grocery Answer for BUS 415 of University of Phoenix.

Essay by BWMP January 2006

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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...