Part 1 (based on classes 5-6): This assignment requires an IRAC formatted legal memo but has the cases provided for you to find on Lexis. Read the following scenario and follow the instructions below:
Terra, Inc., a New York sweater manufacturing company, orally placed an order for fabrics with New York based Yarner, Inc. Terra then sent Yarner a purchase order, which did not provide any term 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.
Please draft an IRAC formatted legal memo which applies New York law and the relevant UCC section to address if the acknowledgement that Yarner sent is sufficient acceptance to form a binding contract for the fabrics and if the arbitration clause added in that acknowledgement becomes part of the contract.
1. The first step is to read UCC section 2-207. You can find the content on Lexis or using a regular search engine such as Google.
2. Use Lexis to find the following two New York cases to use as the law for the RULE section of the IRAC. You will also need to find the full citation of both cases to use in your work:
Gaynor-Stafford Industries, Inc. v. Mafco Textured Fibers
Helen Whiting, Inc. v. Trojan Textile Corp.
If you have questions or difficulty finding the cases on Lexis Advance, contact your mentor.
Part 2 (based on class 10): This does not need nor works well to be in IRAC format and will not use case law. Use regular paragraph format to answer the two questions below using the relevant UCC section/subsections for the Statute of Frauds and the materials about the Statute of Frauds from the course. Case law is not necessary for this assignment, but you must cite to the UCC section(s) properly in the discussions.
“Windy City Watches” is a jewelry store in downtown Chicago, Illinois. Wilton, the proprietor, needs to order a large quantity of knockoff Gocci watches because his stock is almost depleted. He calls Greg Gocci, a wholesaler located in Milwaukee, WI, who supplies retailers with Goccis.
Wilton and Greg discuss terms on the phone and Wilton offers to purchase 100 watches for a total price of $2,500. Greg agrees and faxes Wilton a form which says:
“I, Wilton, agree to purchase Gocci watches from Greg for $25 per watch.”
Wilton signs the form and mails it back to Greg. Greg receives the signed form two days later and the following week, he sends Wilton a package with 50 Gocci watches and a note that says:
“Hi Wilton: 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] Greg” Enclosed was a bill for $2,500 for 100 watches.
By this time, Wilton had changed his mind about buying the watches, and decided he’d rather sell real Guccis. He immediately called up Greg and said:
“Listen, Greg, I’m sorry, but I changed my mind about the whole business. I’m sending back the watches and I’ll even reimburse your shipping expenses, but I won’t pay for the watches.”
Greg sues Wilton to enforce the original agreement. Wilton argues that under the UCC Statute of Frauds, the agreement is unenforceable because it was never put into writing. Greg argues that Wilton signed the order form; so the contract was in writing and that regardless of that, the UCC Statute of Frauds was satisfied by performance when Greg sent over the watches.
Answer each of the following in at least 2-3 paragraphs EACH using the correct UCC section/subsections to support the answers.
1. Did the written fax meet the requirements of the Statute of Frauds to form an enforceable contract?
2. Establish what is required for partial performance and what it allows to be enforced and did Greg sending the 50 watches allow for any of the watch agreement to be enforced?