Scenario: Landmark Company is a US-based business that sells iron tables to retailers in the US. The tables are purchased from individual metalsmiths, from US wholesale suppliers, and suppliers in Mexico.

Landmark ordered by telephone 300 iron tables to be shipped by April 1 from Metal Elements, Inc., another US company. No other sales terms were discussed. Landmark followed up the telephone call with an email to Metal Elements confirming the number of tables in the order and the delivery date, but did not discuss price.   Metal Elements did not respond but shipped the tables as ordered to Landmark by April 1 at a price of $700 each, totaling $210,000.

Landmark’s new Director of Purchasing, Payton Mann, is concerned about whether Landmark is bound to accept the tables from Metal Elements since Landmark had no formal acceptance or written correspondence Metal Elements. Payton is also concerned about the price of the tables which is higher than she had expected to pay. She emails you, one of the Landmark owners, to explain the situation with Metal Elements and to seek your advice about the sales.

After emailing with your new Director of Purchasing, Payton Mann, it occurs to you that others in the sales, purchasing, and shipping departments might need a “refresher” on UCC contracts. In preparation for the next staff meeting with employees and managers, prepare:

A. An informal chart comparing and contrasting UCC vs common law contracts

B. An evaluation and explanation of the positives and negatives of the effects of UCC, Article 2, on Landmark and other businesses in general.