BLaw chapter 21

Amble Country Stables contracts to buy 1,000 horseshoes from Burleigh Blacksmith, Inc., for $1 per shoe. When the market price decreases to 50 cents per shoe, Amble refuses to go through with the deal. Burleigh can recover

$500

Big Beef, Inc. raises calves to sell. Big Beef breeds its cows in April, and the cows calve in February of the following year. In January Andrea contracts with Big Beef to buy fifty calves. Identification takes place in

April, when the calves are conceived.

Drill Makers, Inc., and Edge Mine & Mill Supply Stores enter into a contract for a sale of mining drill bits. The contract indicates that the price includes transportation costs to a specific destination by including the term

F.O.B.

Clear Day Company, which is based in Delaware, agrees to sell fifty windows, currently stored in Florida, to Great Vu, Inc., which is based in Hawaii. Absent an agreement to the contrary, the place of delivery is in

Florida.

Gas & Wood Stove Shop receives Hearthwarm-brand stoves from Independent Dealer, Inc., under a sale or return agreement. While the stoves are in Gas & Wood's possession, title is held by

Gas & Wood.

Gleaming Gem Corporation agrees to sell Jewelry Outlets, Inc. (JOI), fifty new diamonds, but the contract does not specify a place of delivery. JOI is expected to pick up the goods. The place of delivery is

Gleaming's place of business

BBQ, Inc., makes and sells grills to Grill Mart, a retailer, which sells one of the grills to Hope, a consumer. Their contracts limit consequential damages for personal injuries arising from a breach of warranty. This is prima facie unconscionable with respect to

Hope.

Household Appliance Corporation sells Ideal-brand vacuum cleaners to Jolly Discount Stores and other retailers. Household Appliance will have an insurable in¬ter¬est in the players as long as

Household Appliance retains title to the goods.

Refer to Fact Pattern 21-B1. In this letter of credit, the beneficiary is

Lapland.

Motor Vehicles Service Company orders NoBounce-brand shock absorbers from Parts & Tools, Inc., to be delivered by the seller. Before Parts & Tools' truck arrives with the goods, Motor Vehicles tells Parts & Tools it will not pay. The shock absorbers are destroyed in transit. The loss is suffered by

Motor Vehicles to the extent of a deficiency in Parts & Tools' insurance coverage.

Nature's Foods, Inc., orders "Grade A" oil from Olive Grove Farms to process and sell to Pic 'N Pay Grocers. Olive Grove ships "Grade B" oil, which Nature's Foods accepts. To recover damages for the nonconformity, Nature's Foods must give notice of the breach within a reasonable time to

Olive Grove.

Organicos Café orders five gallons of PureMaid-brand transfat-free olive oil from Quico Cooking Supplies, Inc. Quico mistakenly ships soy oil, which Organicos keeps, despite the nonconform¬ity. The oil is destroyed in a fire. The loss is suffered by

Organicos Café.

Quaff n' Quench Café buys twenty-five crates of oranges from Reynaldo Produce, Inc. The parties agree to ship the oranges "F.O.B. Quaff n' Quench " via Swiftline Trucking Company. The oranges rot in transit. The loss is suf-fered by

Quaff n' Quench.

Pipes & Culverts Company orders six irrigation pumps from Quality Plumbing, Inc. The pumps are stored in Restorers Warehouse. Under the terms of the order, Quality must give Pipes & Culverts a warehouse receipt for the goods, which the buyer will then pick up. Title to the goods passes to Pipes & Culverts when

Quality gives Pipes & Culverts a warehouse receipt for the drives.

Megan, an agent for a department store, orders one hundred dresses from Sal's Clothing Shop for the Spring Blossom Sale. There is no specific agreement in the sale contract indicating when title will pass to the department store. The title will pass to the department store when

Sal's Clothing Shop physically delivers the dresses to the department store.

Quest Outdoor Store orders RiverRun-brand kayaks from Sports Merchandise, Inc. Sports Merchandise mistakenly ships kayaks of the wrong size, which Quest rejects and returns via Trans-State Shipping Company. During the re¬turn, the kayaks are lost. The loss is suffered by

Sports Merchandise.

Stubbs buys a Tred-brand bicycle from his brother, Uriah. Uriah agrees to keep the bike at his house until Stubbs picks it up. During a storm, a tree falls from Victor's yard onto Uriah's garage and destroys the bike. The loss of the bike is suffered by

Stubbs.

Bayou Boats, Inc., contracts for the sale of seven swamp boats to Tidal Flats Fishing Tours. Bayou repudiates the contract. Tidal Flats's recovery of damages is measured at the time

Tidal Flats learned of the breach.

Text Publishers, Inc., contracts for a sale of textbooks to University Bookstores, Inc. Viable Shipping Corporation, the carrier, transports the books to Warehouse Storage Company. Text's right to stop delivery is lost when University's rights to the goods are acknowledged by

Warehouse Storage.

Rugged Boats, Inc., and Whitewater Rafting enter into a contract for a sale of six custom-made rubber rafts. Whitewater pays for the goods, but Rugged does not deliver. Whitewater can use replevin as a remedy if

Whitewater is unable to cover for the goods.

With a bill of lading, Interstate Transport Company acknowledges possession of certain goods and contracts to deliver them. Interstate Transport is

a bailee.

Price-Cut Discount Stores are open to consumers. The UCC requirement of good faith imposes

a higher duty on Price-Cut than on consumers.

Nash buys a car under a warranty from Rough Ride Motors. Nash soon discovers that the car has a defect that significantly affects its value and use. In all states and the District of Columbia, Nash may have remedies under

a lemon law.

QuickFreeze Storage, a bailee, holds goods for Restaurant Purveyor, Inc., which has contracted to sell the goods to Seafood Dining Company. The goods are to be delivered without being moved. The risk of loss will pass to Seafood Dining when it receives

a negotiable document of title.

Refer to Fact Pattern 21-A1. Bagel Bistros's refusal is

a repudiation of the contract.

Effortless Workouts, Inc., offers to sell a treadmill to Farouk and sends it to him on a trial basis. This is

a sale on approval.

Business Banners, Inc., and Cam's Auto & Truck Sales Dealership enter into a contract for a sale of thirty advertising banners emblazoned with Cam's logo. The terms do not explicitly or clearly indicate whether it is a destination or shipment contract. A court would normally presume that it is

a shipment contract.

Outdoor Outfitters Store contracts to buy fifty tents from Pitched Camp, Inc. Unless the contract states otherwise, it is assumed to be

a shipment contract.

Hi-Tech Company contracts to sell fiber optic cable to Internet Services, Inc. Hi-Tech may bring an action to recover the purchase price and incidental damages if Internet

accepts the cable but does not pay for it.

Recycle Packaging, Inc., agrees to sell 50,000 6-ounce yogurt containers to Organic Dairy Company. Recycle can obtain only 20,000 of the 6-ounce containers, but also ships 30,000 more expensive 8-ounce containers for the same price. Organic rejects the 8-ounce containers. With time for performance not yet expired, Recycle can

attempt to cure the defect.

Relax-o Chair Company contracts to deliver 100 chairs to Stuffy Furnishings Store on May 1 for which Stuffy agrees to pay. Relax-o tells Stuffy on April 15 that delivery will be delayed until June 1. Stuffy may

await performance, sue Relax-o, or suspend its own performance.

Rocky and Slim enter into a contract for a sale of five rowboats. Circumstances make it difficult for Rocky to perform, and the contract is breached. Slim looks for remedies. Unlike the common law, under the UCC, remedies are

cumulative.

Screen Perfect, Inc., and Vibrant View Stores enter into a contract for a sale of 3D HD TVs with certain specifications. Screen Perfect ships TVs that are not 3D but otherwise meet the specifications. Vibrant View

can reject the entire shipment.

Vehicle Leasing Agency (VLA) and West Coast Trucking Company enter into a contract for a lease of eight cargo vans. VLA delivers eight vans, but they are not cargo-sized. West Coast

can reject the entire shipment.

First State Bank issues a letter of credit in favor of Oboe Company, an American firm, to facilitate an international sales contract to buy resources from Lapland Mining, Ltd., a Finnish company. Refer to Fact Pattern 21-B1. Lapland is entitled to payment when it

complies with the terms and conditions of the letter of credit.

Hydraulic Leasing Corporation (HLC) and Dockside Offloading Company enter into a contract for a lease of ten hydraulic lifts. Under the perfect tender rule, HLC must ship or tender goods to the lessee that

conform to the contract description in every way.

Natural Seed Company and Mill Valley Farmers Cooperative enter into a contract for a sale of hybrid seeds. Under the perfect tender rule, Natural must ship or tender seeds that

conform to the contract description in every way.

Timber Products Corporation and Choice Lumberyards enter into a contract for a sale of plywood. Under a destination contract, the seller must

deliver the goods to a particular destination.

Foster contracts with Golf Carts Unlimited, Inc. to buy five golf carts. The contract lists the five carts as GC001, GC002, GC003, GC004, GC005. Identification

has taken place.

Moving & Storage Company holds goods for National Distribution Corporation, which contracts to sell them to Omni Stores, Inc. The goods are to be delivered without being moved and are represented by a negotiable bill of lading. The risk of loss passes to Omni Stores

if National Distribution gives the bill of lading to Moving & Storage.

Refer to Fact Pattern 21-B1. First State Bank is bound to

make payment when Lapland presents the proper documents.

Coverall Paints agrees to sell Grade A-1 latex outdoor paint to Dropcloth Painters to be delivered May 8. On May 7, Coverall tenders Grade B-2 paint, which Dropcloth. rejects. Two days later, Coverall tenders Grade C-3 paint with an offer of a price allowance. Coverall has

no more time to cure.

Raw Resources, Inc., sells unprocessed minerals to commercial processors in Texas. With regard to the UCC's good faith requirement, Raw can

not disclaim it.

Elegant Carpets, Inc., and Fantastic Floors Stores enter into a contract for a sale of carpeting. Under a shipment contract, the seller must

place the goods into the hands of a carrier.

Primo Pools Company and Aquatic Recreation, Inc., enter into a contract for a sale of prefabricated swimming pools. Under either a shipment contract or a destination contract, the seller must

provide the buyer with any necessary documents of title.

Roadtrip County Fairs Corporation orders from Stuffed Animal Sales, Inc., goods that are stored in a Toy Box Maxi-Storage warehouse. Roadtrip pays for the goods, delivery is via the transfer of a negotiable warehouse receipt, and Roadtrip moves the goods out of the warehouse. The risk of loss passes to the buyer when it

receives the negotiable warehouse receipt.

Double D Ranch and Esau enter into a contract on August 1 for the sale of 200 cattle. Esau cancels the contract ten days later. Double D is unable to sell the cattle to another buyer. Double D can

recover the contract price from Esau but must hold the cattle for him.

Field Gardens and Gourmet Restaurant, Inc., enter into a contract for a sale of lettuce. When Field learns that Gourmet is insolvent, Field can stop delivery of the goods in transit

regardless of the quantity

Design Architects, Inc., and Office Supply Company contract for a sale of office furniture. Design Architects, which is insolvent, breaches the contract. Office Supply can stop delivery of the goods in transit

regardless of the quantity.

Cheesy Pizza Company contracts to sell 1,000 cases of frozen pizzas to Roller Rinks, Inc., but refuses to deliver. Due to a spice shortage, Roller Rinks cannot obtain pizza elsewhere. Roller Rinks's right to recover the goods from Cheesy is the right of

replevin

On May 1, City Auto & Truck Sales agrees to sell a car to Dino. Five days later, Dino refuses delivery and cancels the contract. City is entitled to

resell the car and recover any damages from Dino.

Richman Manufacturing Company contracts to sell sweaters to Sweet Sweaters store. Before the sweaters are delivered, Sweet Sweaters indicates that it will not be able to pay. Richman can

resell the sweaters and recover any damages from Sweet Sweaters.

Leather & Suede Stores, Inc., rejects a shipment of goods that does not conform to its contract with Genuine Cowhide Corporation, but is unable to obtain instructions from the seller. Leather & Suede can

reship or store the goods for the seller.

Nu-Tec Company contracts to sell fiber optic cable to Online Services, Inc. Nu-Tec ships the cable, which Online accepts but does not pay for. Nu-Tec can

sue to recover the purchase price plus incidental damages.

Refer to Fact Pattern 21-A1. Java can

terminate the contract and seek damages.

Owen and Pablo enter into a contract for a sale of fifty Western saddles. Owen does not deliver. Pablo can normally recover as damages the difference between

the contract price and the market price.

Consuelo and Gabriela enter into a contract for a sale of saxophones and other brass instruments. Consuelo delivers, but Gabriela does not pay. Consuelo can normally recover as damages

the purchase price plus incidental damages.

Johan steals Krispin's car and sells it to Lemar. Krispin can recover the car from Lemar

under any circumstances.

Mitch and Nadine enter into a contract for a sale of seventy-six specially made motion detectors. When Nadine does not deliver within a reasonable time after the agreed delivery date, Mitch files a suit for breach. Nadine asserts the doctrine of commercial impracticability. This doctrine extends only to problems that are

unforeseen.

Gunmakers Pride Corporation contracts for the sale of twelve hunting rifles to Hunters Supply store. Gunmakers delivers nonconforming goods. Acceptance will be presumed unless Hunters Supply rejects the goods

within a reasonable time after delivery.