Discussion question 1
The Uniform Commercial Code (UCC) is a uniform act meant to synchronize commercial laws across the United States. The importance of this harmonization is the interstate nature of many business transactions. Without such harmonization, not only would business be hampered but also resolution of disputes arising from commercial transactions with interstate effect would be very difficult. This code is a model law and states are allowed the latitude to alter it to fit their local circumstances. It is imperative to note that the code only applies to movable property only.
The Code defines goods as all movable property when a security interest attaches. The term however does not include intangibles, money and minerals that have not been extracted. A merchant is defined under section 2-104 as a person that specifically deals in goods in question or holds themselves out by profession as possessing skill or knowledge peculiar to the goods or the transaction. For a person to be considered a merchant by dint of this definition, they must either specifically deal with the goods in question or hold themselves out as having a special skill or knowledge in relation to the goods. Accordingly, a non merchant is a person who deals generally with goods and or possesses no special skill or knowledge in relation to the goods. For example, a manufacturer may be regarded as a merchant while a retailer may be regarded as a non merchant.
Discussion question 2
A general supplies business would be a great business to pursue. The business would specialize in supplying just about all goods. Its nature would to be to seek people in need of any goods and then get the goods from the manufacturers. Ideally it would be acting as an intermediary between the consumer and the manufacturer. This business would take the form of a partnership; between 2 to 3 partners. Each of the partners would deal with a specific nature of the business. For instance, one would deal with the indoor management i.e. human resource, finance etc. while the other deals with procurement and sales.
A partnership is better than the other forms of business in the sense that there are few owners thus decision making is not as complex as in a company where some decisions have to be made through general meetings. Again, it ensures that should one owner be incapacitated, the other partner can continue the business; this would not be possible in a sole proprietorship. Additionally, it ensures the founders retain a huge control of the business (more than would be the case in a company) while at the same time ensuring unilateral action does not run down the business (as would be in a sole proprietorship).
Summary Question (Objective 3)
The breach of a contract entitles the innocent party to a remedy for the breach. The three heads of remedies for breach are specific performance, restitution and damages. The general rule is that only one remedy is available for a breach but there are instances where a party may be awarded two but not all. The rationale for remedies is to put the party to the position they were before the breach (restitution) or where they would have been but for the breach (specific performance and damages).
Damages are available for any breach, whether or not the innocent party has suffered loss. Generally they are awarded to compensate a party but in some cases may be punitive or exemplary. Importantly to note is that damages are awarded where the loss is quantifiable in monetary terms. This remedy of damages is the most commonly used for breach of contract. Specific performance on the other hand being an equitable remedy is subject to many restrictions and is only available where damages are inadequate compensation, or hard to quantify or it is specifically provided for by a law. Restitution also an equitable remedy is also limited in scope and arises in cases of partly performed contracts; either in putting back the party to the position they were before the contract (restitution intengrum) or payment for their performance (quantum meruit).
