Terra, Inc., a New York sweater manufacturing company, orally placed an order for fabrics with Yarner, Inc. (also a New York based business) and then sent to Yarner a purchase order, which did not provide any term that related to how any dispute between the parties would be settled. Yarner sent back an acknowledgment of the order, which contained a clause under which any dispute must be submitted to arbitration. Terra retained the acknowledgment and did not object to the arbitration clause.
Assume that the purchase order is an offer and the acknowledgment is an acceptance of the offer.
Question 1: Is the acceptance binding?
Question 2: If so, is the arbitration clause part of the acceptance?
1) Read UCC section 2-207.
2) Find and read Gaynor-Stafford Industries, Inc. v. Mafco Textured Fibers (you find the citation), and In Matter of Helen Whiting, Inc., two New York cases with facts similar to these.
3) Answer the two questions in two to three paragraphs each, using the cited cases and statute as support for your response. You do NOT need to construct an IRAC-style essay for this assignment.
Brenda owns "Brenda's Widgets, Inc." ("BWI"), a corporation located at 123 Main Street, Podunk, Iowa. Her company manufactures and distributes widgets. Jim owns a hardware store at 456 First Street, Secondville, Michigan, that sells widgets. He wants to buy 10,000 widgets from BWI. After Jim consults with Brenda, the parties agree to a price of $5 per widget. Jim comes to you and asks you to draft a sales contract for this transaction.
Since the shipment will not occur for several weeks after the payment, he does not want to pay anything without a written agreement. He asks you to draft a contract for him, bearing the following in mind:
1) He only wants to pay 10% of the purchase price initially and he will pay the remainder after the goods are received.
2) He really needs to have all 10,000 widgets in stock before the summer starts. He therefore is insistent that the contract demand shipment prior to June 1.
3) He wants to make sure that the contract provides that the widgets be shipped to his place of business. He is willing to pay the cost of the shipment.
4) Since Jim is afraid of the high cost of litigation, he wants to make sure that if there is a dispute under the contract, that it will be submitted to arbitration.
5) He is only comfortable with Michigan law and wants to make sure that Michigan law, and not Iowa law, applies to all disputes under the contract.
6) In general, he wants you to draft the contract in the manner most favorable to him (the buyer).
He states that if Brenda doesn't like some of your language, she can always propose amendments to the agreement. But, in the meantime, protect Jim's interest as best you can.
Please draft a sales contract for Jim that is consistent with his instructions. You can and should use the form available on the slides page called "Sales Agreement" as a template, which should be modified to fit Jim's instructions. You may (and are encouraged to) leave out terms that are mere "boilerplate" or irrelevant to the transaction.
In this course, some of your assignments will provide you with a situation that has occurred in a business context, and you will be asked by the manager or CEO for your advice or to provide an answer to a problem facing the company. When you answer these assignments, please follow this format. This format is very similar to the brief format:
To: From:
1. Then state the important facts. 2. State the problem or issue that you have been asked to resolve. 3. State your contention or conclusion by answering the question or problem that you have been asked to resolve. 4. Identify the rule/law that would apply here, based on the material from your text for this Week. 5. Now, this is the application section. Here explain why you came to this conclusion by applying the facts to the rule. This will be the longest section of your memo, and you will take time to discuss how the facts apply to the rule. Be sure to use your critical thinking skills here. Remember, you want the manager or CEO who requested your advice to really understand the rule/law and how the facts play in, because this person knows nothing about the material that you have learned in this course. You are the ‘go-to-person’ on Business Law in this company- the expert. Your company depends on you. (To say nothing of the potential promotion this may get you!)
This is the format that the paper should have.
the assignment is:
You are a manager at Save-a-Tree, a company that manufactures artificial trees and flowers. The company consists of about 100 workers who do the routine assembly work for pay ranging from $8 per hour to $15 per hour. They work in two shifts. There are about a dozen supervisors who oversee their work. In the past few years there have been five employment lawsuits: three concerned sexual harassment and two concerned discrimination in promotion. All five settled before trial. For three of the suits the company's attorney fees were over $50,000 per suit. For one of the claims, the company paid $250,000 in damages to the employee.
The CEO of the company has sent you a memo explaining that she is considering putting a clause in the empolyee contract that all employment disputes will be resloved by some type of alternative dispute resolution (ADR), and would like you to advise her of the risks and benefits of each of the 3 types of ADR discussed in your text. She wants to know the risks and benefits for both the company and the employees as they relate to ADR.
For this assignment, you will use the Memo Format found in the Course Materials folder. Set up your memo with the Facts, Issue/Problem, Conclusion, Law/Rule, and Application. In the application section, be sure to address the risks and benefits of each of the 3 types of ADR discussed in your text. This will include the risks and benefits for both the company and the employees as they relate to ADR.
A side benefit of the statute of frauds is that the parties end up with a written record of the agreement they made. However, the value of this memorial is reduced by the fact that many people never look at the writing, either before or after signing it. Most people who rent apartments or have cell phones have never laid eyes on their contracts. Is this you? There are 2 parts to this assignment: Part 1: (30 points)
For the first part of this assignment I want you to obtain and read a contract you have entered into. This can be a lease agreement for housing or a car, your cell phone contract, your credit card company, your contract with FHSU, etc. If you do not have a contract that you can locate for this assignment, if you let me know a day before this is due, I will provide you with one. Look closely at the contract you have chosen to review. Notice clauses like: forum selection clauses, arbitration clauses, choice of law clauses, and attorney fee clauses.
Answer the following questions in at least 300 words or more. 1. Identify at least on clause that surprised you and explain why. 2. Identify at least one item that seemed unfair and explain why. 3. Identify at least one item that was incomprehensible, and explain with your best guess as to what it means.
Part 2: (10 points) Please comment on another student's post in 75 words or more. (If you are not able to locate a contract, let me know at least 24 hours before it is time to submit this, and I will provide you with one). Instructions: Paste your written work into your post to this discussion forum, or attach your paper to the post. Then find another student's post to comment on and comment to the other student's post as part of the thread.
A new truck, manufactured by General Motors Corp., stalled in rush hour traffic on a busy interstate highway because of a defective alternator, which caused a complete failure of the truck's electrical system. The driver stood nearby and waved traffic around his stalled truck. A panel truck approached the GMC truck, and immediately behind the panel truck, Davis was driving a Volkswagen fastback. Because of the panel truck, Davis was unable to see the stalled GMC truck. The panel truck swerved out of the way of the GMC truck, and Davis drove straight into it. The accident killed him. Davis's widow sued GMC. GMC moved for summary judgment, alleging (1) no duty to Davis, (2) no factual causation, and (3) no foreseeable harm. Should summary judgment be granted?
Teri is a firefighter who lives and works in Boston, MA. She recently decided to purchase a new home on the banks of the Charles River in Cambridge, MA so that she could walk to the Harvard library whenever she gets bored. Therefore, Teri decides to sell her home. She lists her home in an ad and receives an offer from Jack to buy her home for $300,000. Teri accepts the offer and they sign a contract to that effect.
After the contract is signed, however, Teri learns of a Boston municipal rule that all firefighters must live within the Boston city limits. Since Cambridge is outside Boston, Teri decides that she can't move after all. She calls Jack and tells him that Jack will have to look for another house because Teri is not moving.
Jack sues Teri in municipal court in Boston. He asks the judge for specific performance; i.e., to force Teri to sell him the house in accordance with the original deal. Teri argues that, although specific performance is usually appropriate in land sale contract cases, the judge has the discretion to deny specific performance.
Teri argues that the unique facts of her case; i.e., that she can't move because of the Boston residence rule for firefighters, allow the judge to deny specific performance on this case.
You are a law clerk in the municipal court in which the case is taking place. Please write an IRAC-style essay to explaining whether or not the judge can deny specific performance to Jack in this case. Please use Massachusetts case law, as the judge has told you that she couldn't care less what other states' courts have to say
Windy City Watches" is a men's jewelry store that is located in downtown Chicago, IL. Fortunately, business is booming and Wally, the proprietor, needs to order a large quantity of Rolek watches (which he sells for $50 apiece) because his stock is almost depleted. Therefore, he calls Randy Rolek, a wholesaler located in Milwaukee, WI, who supplies retailers with Roleks.
Wally and Randy discuss terms on the phone for a while. Eventually, Wally offers to purchase 100 watches for a total price of $2,500. Randy replies "Okay, you've got yourself a deal. Listen, I'm going to send you an order form to sign. Send it back to me, and I'll ship the watches."
Randy then faxes Wally a form which says: "I, Wally, agree to purchase Rolek watches from Randy for $25 per watch." Wally signs the form and mails it back to Randy. Randy receives the signed form two days later.
The following week, Randy sends Wally a package with 50 watches and a note that says:
"Hi Wally: Here are 50 of the watches we discussed last week. I'll have the remaining 50 to you within a few days. In the meantime, I'm enclosing my bill. [signed] Randy"
Enclosed in the package is a bill for $2,500 for 100 watches. Unfortunately, Wally by this time had changed his mind about buying the watches, as he figures that he'd rather sell Rolexes. He therefore calls up Randy and says:
"Listen, Randy, I'm sorry, but I changed my mind about the whole business. I'll send you back your watches and I'll even reimburse your shipping expenses, but I can't pay for the watches."
Randy sues Wally to enforce the original agreement. Wally argues that under the UCC Statute of Frauds, this agreement is unenforceable because it was never reduced to writing. Randy argues that:
1) Wally signed the order form; so the contract was in writing; and
2) In any case, the UCC Statute of Frauds was satisfied by performance when Randy sent over the watches.
Who is correct? Explain, in 3-5 paragraphs, relying solely on the UCC Statute of Frauds and the materials about the Statute of Frauds you learned during your NPC Contracts course. Case law is not necessary for this assignment. An IRAC-based essay is also not necessary.
Sandra Seller wants to form a corporation. She has a thriving business in which she buys cheap jewelry and then re-sells it at her store at a substantial profit. She needs some extra cash right now to buy a new store and she does not want to risk her personal assets by taking out a loan. Therefore, Sandra has decided to form a corporation. Sandra would like to sell shares of her business to anybody who is willing to invest in her company, but she wants to limit the total number of shares issued to 100 shares, as she doesn't want too many people to own the company or to make ownership of her corporation overly complex. Sandra's residence is 123 Main St., New City, New Tudor. Her store is located in downtown Tudorville, in the county of Tudorama. She would like this corporation to be formed as early as possible.
First, please draft Sandra's certificate of incorporation. You may obtain a template from which to do so by searching the internet for one. You may use a form from any state you choose, though we recommend using one from your home state.
Second, and more importantly, please draft a short letter to Sandra advising her in terms of what other immediate issues she should consider before actually going through with the plan to form a corporation. You do not need to advise her about other business forms, but you should discuss issues such as who will manage the corporation, which documents need to be prepared and filed, applicable fees, etc. Information regarding fees and the like that cannot be found in the courseware should be found online.
FYI: My home state is North Carolina, also let me know if you need an example of a Certificate of Incorpation.
Write a short statement informing a bank of its liability when it deposits a customer's check in the wrong account. Three weeks ago, you deposited a $1,000 payroll check at your bank after having signed your name to the back of the check and writing the words "For Deposit Only-Account Number 7852837" immediately above your signature (Account Number 7852837 is your checking account). Since then, you have discovered that the bank did not deposit the check in your checking account, but instead deposited the check in your other account at the bank, a "money market" account. As a result, you have "bounced" three checks totaling $583, and incurred $75 in bounced check fees. Write a letter to your bank advising them of your legal rights in this situation
In this assignment you will be the judge and decide a case. Using the following fact scenario, prepare a case brief as if you were the judge hearing the matter. In your role as a judge you are to be impartial, and make your ruling based on the law as you understand it. Apply your understanding of the material in chapter 28 of your text, (including the case material), to this brief. Take a look at the “Course Documents” folder and review:"Sample Brief Answer"; and “Completing Written Assignments”.
Be sure to use the brief format you have learned. Start with the relevant facts, state those facts that are important for someone to know that has not read the fact scenario in order to understand your brief. Next state what you find to be the issue in the case in a question format, then answer your question by stating your conclusion. State what law you used to make your decision. Spend some time reviewing chapters 28. Finally, in the application section be sure to: -Discuss all the possible arguments for each side. Apply the law to the facts of the case. State your ruling in the case and your reasons to support your conclusion.
Chapter 28:
Agency: The Inside Relationship
· Agency is at the heart of most relationships be it business or personal. · Agency is a relationship of trust where one person acts on behalf and in the best interest of another. · Chapter 28 introduces the agency relationship and discusses the elements and duties of the agency parties; i.e., the principal and agent, looking at the relationship from the inside.
Agency: The Outside Relationship
· Now that you’ve learned about the inner workings of an agency relationship, Chapter 28 will introduce you the third parties’ view of this relationship. · From the outside looking in, the issue of liability both contractually as well as tortuously is examined. · You will learn in what circumstances the principal is responsible for the agent’s actions as well as when the agent is personally responsible for his/her own actions.
Fact Scenario: Bob Corona wanted to own a bar since the day he stepped in one. He opened Bob’s Beer Bash 5 years ago and found out how hard he had to work to keep it in operation. Bob decided that he did not want to spend his retirement dealing with all the stressful responsibilities of ownership. After his 5 years of ownership, he sold his business, Bob’s Beer Bash, to Joe Guinness. Joe agreed to allow Bob to continue to manage the bar. Joe did not change the name of the bar.
Joe authorized Bob to order certain items for the business such as beer, juice, soda, and napkins. Bob would order these items once a month to keep the bar stocked. Bob would place these orders by phone to World Imports, Inc. When the ordered items were delivered, Bob would sign the World Imports Inc. delivery form. Joe would then pay for the items in a timely and reasonable manner.
After a year of ordering these items from World Imports, Inc., Bob decided, on his own, that the Bar menu needed some ‘zip’! So, in addition to these authorized items, for 4 months Bob ordered expensive French wine, Cuban cigars, and Russian caviar from World Imports, Inc. These new additions to the menu brought in a different class of customer that increased the bar’s revenue, as well as Bob’s tip jar.
These items were shipped from World Imports, Inc. each month to Bob’s Beer Bash, but the business was not able to pay for them. For the first 2 months, Joe paid for all of the purchases, primarily because the caviar had been selling so well at the bar. For the next 2 months Joe paid only for the items that he had authorized Bob to order. World Imports, Inc. sued Bob’s Beer Bash. World Imports, Inc. claimed that Bob’s Beer Bash should have to pay for all the purchases made. Bob’s Beer Bash claimed that it should not be responsible for any of the purchases it had not authorized Bob to make.
Betty and her sister Betsy are fans of natural ice cream. To introduce others to their passion, they want to open an ice cream parlor to sell their creations. They come to you for advice on what type of form would be best for their budding company. One of their potential investors is a former classmate (a Chinese citizen) of Betty’s from her MBA days at Wharton. In addition, one of Betsy’s former classmates from Harvard Law School is the general counsel of a major food products company. The company may have an interest in investing in the business. Please discuss the pros and cons of the different forms of business entities they might establish; then make your recommendation as to which would be the best type for them, stating why you came to that conclusion. Note that for this assignment, no citations to specific authority are required. However, you should, of course, discuss the applicable rules for the various business types when completing this assignment.
There is one Research Paper/Presentation to be made during the course of this class. The paper should be a minimum of 2000 words in length, excluding title page, abstract,and reference page. The presentation is to be a PowerPoint with seven slides, and this will primarily focus on a specific aspect of forensic science topic the student chooses.
Presentation will be evaluated according to the following dimensions: Analysis and Interpretation (AI) Fact Finding (FF) Logical Development of Ideas (LDI) Level of Detail (LD) Leadership Presence (LP) Risk Taking (RT) Overall Content of Paper (OCP)
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