GOV360 T2_Memorandum of Law Template

.docx

School

Grand Canyon University *

*We aren’t endorsed by this school

Course

360

Subject

Law

Date

Jun 18, 2024

Type

docx

Pages

Uploaded by MasterKnowledge14293

Whalling Law Group, PLLC 3300 West Lakeview Blvd. Office 221B Phoenix, AZ 85017 Memorandum of Law To: Kevin Whalling, Esq. From: Deion White Date: June 2, 2024 Subject: U.C.C. Contract Principles Issue Lopes Incorporated initiated negotiations with Thunder Clothing, a high-end clothing retailer, regarding a potential deal for their ties. The initial contact was made via email, through which Lopes Incorporated proposed to supply Thunder Clothing with approximately ten thousand ties of various patterns and cufflinks at a price of $50 each. Thunder Clothing accepted the offer, and Lopes Incorporated subsequently confirmed the agreement, including the purchase of the ties and cufflinks and the associated shipping costs. However, Thunder Clothing did not respond to this confirmation email until two days after it was sent. Despite the delayed response, Lopes Incorporated proceeded to ship the products and issued an invoice amounting to $500,000 for the products and $4,000 for shipping. Thunder Clothing initially declined to make payment for the products and shipping for a period of two months. Subsequently, they communicated that they intended to pay for the products but disputed the obligation to cover the shipping costs, claiming they had not agreed to do so. Facts The Uniform Commercial Code (UCC) comprises a comprehensive set of laws in the United States that govern and standardize business transactions across all states. It is a set of laws that has been uniformly adopted by each state, rather than being a federal law (Uniform Law Commission, 2011). UCC Article 2 governs the sale of all goods and aims to establish rules that apply to two parties who have not addressed common issues in their written contract. The rules outlined in Article 2 cover all aspects of business transactions, ensuring mutual understanding between the parties on matters such as conflicting forms, payment, method of delivery, and the transfer of loss to the other party. Discussion Contractual obligations encompass the duties and behaviors that both employers and employees are legally required to uphold within the terms of a contract. It is crucial to closely monitor contractual obligations to ensure that both parties adhere to the terms of the contract (Feldman & Teichman, 2011). The principles outlined in the Uniform Commercial Code (UCC) are pertinent to the dispute between Lopes Incorporated and Thunder Clothing. These principles encompass offers and acceptance, mutual agreements, competent parties, legality of purpose, and proper contract formation (Uniform Law Commission, 2011). As per

the UCC, it appears that Thunder Clothing may have failed to fulfill their obligation by not remitting payment to Lopes Incorporated for the merchandise. After agreeing to procure ties and cufflinks for their store, Thunder Clothing neglected to acknowledge the email detailing the terms of the agreement. Consequently, while there was an agreement on the purchase of the products, a comprehensive contract was not finalized. In accordance with general contract law, it is established that if there are discrepancies in the offers and acceptances between the parties involved, acceptance is deemed as rejection (Liuzzo & Hughes, 2018). However, the UCC provides an exception to this rule for merchants, stipulating that changes or additions to the terms must be proposed rather than simply added on. Considering the contract between Lopes Incorporated and Thunder Clothing within the aforementioned definitions, Thunder Clothing's lack of acceptance and response to Lopes Incorporated's email can be viewed as a rejection. Gap fillers are employed when contracts fail due to essential requirements for a contract to be fulfilled (Cornell Law School, n.d.). In this scenario, a gap filler may be utilized because despite the presence of unresolved and unagreed-upon terms, both parties intended to enter into a contract. Free on Board (FOB) is a shipment term that denotes the liability for items damaged during shipping (Banton, 2019). FOB destination specifies that the buyer acknowledges the seller's responsibility for the risk of loss during shipping. Essentially, the seller retains legal possession of the items until they reach the buyer. Conclusion In the matter involving Lopes Incorporated and Thunder Clothing, the responsibility for the shipping charges of $4,000 should lie with Lopes Incorporated. This determination is based on the initial communication wherein only the $50 per product was discussed with Thunder Clothing. According to the FOB destination terms, Thunder Clothing's agreement to pay for the products is evident from their initial email correspondence. Lopes Incorporated is deemed responsible as per general contract rules, which stipulate that failure to fully accept an offer constitutes rejection. Furthermore, under UCC contract principles, Thunder Clothing's lack of response to Lopes Incorporated's email containing the invoice, specifying their responsibility for the shipping cost, indicates their failure to meet a requirement they did not agree upon. Citations Feldman, Y., & Teichman, D. (2011, February 16). Are all contractual obligations created equal? https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1633415 Uniform Commercial code. (2011). Higher Logic, LLC. https://www.uniformlaws.org/acts/ucc Liuzzo, A., & Hughes, R. C. (2018). Essentials of business Law. Cornell Law School, (n.d.). LII / Legal Information Institute. https://www.law.cornell.edu/wex/gap_filling#:~:text=Gap%20filling%20refers%20to%20the%20process%20of %20inferring,gap%20filling%20rules%20to%20carry%20out%20this%20process . Note regarding citations: Be sure to cite three to five relevant scholarly sources in support of your content. Because of the practical limitations of the course, you will not be learning legal citation work such as what would be found in the Bluebook, a citation tool utilized by attorneys. Instead, you will follow APA formatting for citation work. Remember to still cite in your legal memorandum (case law, etc.), and create a separate document for citations .

Your preview ends here

Eager to read complete document? Join bartleby learn and gain access to the full version

Access to all documents
Unlimited textbook solutions
24/7 expert homework help