Grocery, Inc. is a retail grocery store chain with stores located throughout the United States. The organization has contracts with many vendors to obtain the products they sell in their stores. There are many laws and guidelines that, like other similar businesses, Grocery, Inc. must follow in order to operate in a compliant manner.
Common Law Contracts and UCC Article 2 Contracts
Both common law and UCC Article 2 contracts would apply between Grocery Inc. and their vendors; however for domestic purposes the UCC Article 2 contract would supersede that of the common law contract. Grocery also has international vendors which make it a bit more interesting, each country might have their own version of the US UCC. If …show more content…
Analyze the gap filling provisions of UCC Article 2 as they pertain to the terms of this contract. Because the contract between Cereal and Grocery does not state the types of cereal or how the 20 cases will be divided up between Grocery’s 20 stores in Any State, Cereal can claim that they were not under any obligation to deliver the cereal boxes to any specific locations. The likelihood is that as a business partner in this venture, they would do their best in some circumstances but not legally held accountable. Further, there is no clear wording on the types of cereal. Both the make up of shipments and delivery location aspects of the contract are on rather open terms, which is why Cereal believes the gap-filling rule can and should be applied.
In facing catastrophic damages, Cereal was unable to provide all that they are contractually obligated to deliver – which are the 20 cases of cereal. This is a breach of their contract. However, because they attempt to provide what they can and deliver the items that were available, they can expect Grocery to accept the delivery. The contract doesn’t state that partial shipments can be rejected.
Cereal can accept payment of the cereal they were able to deliver and allow Grocery to use another vendor (outside of the contract) to provide the cereal while they are unable to. Effectively they could allow Grocery can have a business relationship with another manufacturer outside of the Cereal contract for the benefit