Running head: FOODMART, INC. 1

Foodmart, Inc.

Edward Charfauros

Business Law BUS/415

December 20, 2011

Moanikeala Colon

FOODMART, INC. 2

Foodmart, Inc.

Foodmart, Inc. is a large grocery store chain base in the United States within Any State.

The following scenarios surround contracts taking place within My Town.

Cornell University Law School defines contract as (2011), “an agreement creating

obligations enforceable by law.  The basic elements of a contract are mutual assent,

consideration, capacity, and legality.  In some states, the element of consideration can be

satisfied by a valid substitute” (Contract section, p. 1, para. 1).

Businesses continue to vastly use the Internet known as e-commerce. Internet business

transactions by e-commerce resulted in the development of e-contracts, which quickly became a

large portion of e-commerce. Informal and formal, voidable and unenforceable, bilateral and

valid contracts are some type of agreements used in e-commerce. This paper evaluates four

scenarios among four cases involving contracts revolving around situations differing from the

other scenarios. Each of the following is in a scenario: constructing a building contract, an

underage person contracting for an automobile, contracts defining terms and conditions, and

valid oral contracts.

Scenario 1

The issues of concern are the forming of a legal contract, the assignment of the contract,

breach of contract, and the non-breaching party’s appropriate remedies. The facts remain silent

according to the formation process of the contract within this case, so it is necessary to further

investigate if Foodmart and Masterpiece’s a contract is valid. Masterpiece can avoid liability by

proving that a legal contract was never put together, which could be complete in several ways.

FOODMART, INC. 3

There is no forming of contracts when terms of acceptance and offer differ. According to

the University of North Carolina Greensboro website (2011), “the university counsel defines a

contract as the law requires that there be a meeting of the minds about the essential terms of the

contract. Thus, if both parties are operating under a mutual mistake of fact about the contract,

then there is no contract” (University Contracts section, p. 1, para. 3). Additionally proving lack

of consideration reflects neither party’s obligations or actions resulting in a legal defense to a

contract.

Contracts in common law, are generally assignable except when expressed to be non-

assignable in accordance to the contract terms, or requiring specific skills for performance from

the servicing party as personal services. There is no factual indication within this case

supporting an assignable contract between Foodmart and Masterpiece. Whether a contract is

assignable or not, majority of jurisdictions does not generally grant a specific performance

remedy. Provided the predominant views within this jurisdiction, Foodmart’s lawsuit for

specific performance will lose because of a more precise remedy (breach of contract) available,

which increases Foodmart’s chances of prevailing.

Masterpiece will argue its right to delegate, and Builds unsatisfactory craftsmanship is

unacceptable and reflects Masterpiece’s reputation proving a lack of care about both companies.

Foodmart will triumph from breach of contract and subsequent damages, but first proving

commercial impracticability must done.

Masterpiece must prove reasons for not completing Foodmart’s project by providing

factors not constituting a breach of contract (material unavailability, hazardous worksite, etc.).

One of the only facts that suggest Masterpiece’s impracticability is receiving an unexpected

FOODMART, INC. 4

workload increase. Accepting a business increase does not constitute impracticability therefore

Masterpiece’s defense will be unsuccessful.

Scenario 2

The issues of concern are the forming of a legal contract, the rescission of a contract

affects, and the anticipatory/breach remedy. Facts within this case seem to provide evidence on

a written contract (offer and acceptance) and a down payment (the consideration). To validate

the written contract and bind the questionable party both must be bound.

The facts point toward nonage concerning Jeremy’s age of 18 years. According to law

dictionary’s website (2011), non age is define as: “by this term is understood that period of life

from the birth till the arrival of twenty-one years. In another sense it means under the proper the

arrival of twenty-one years. In another sense it means under the proper age to be of ability to do a

particular thing” (NON AGE section, p. 1, para. 1).

Therefore, Jeremy must be ascertained of his committed decisions and actions. If not of

age, Jeremy can argue there is no valid contract (supported by a co-signature from a

parent/guardian) due to lacking the capability to contract. Jeremy’s contract is void and

nonexistent, as the party’s subsequent conduct is unable to prove a valid contract. The correct

remedy places parties in the original position prior to the contract with currency returned to

Jeremy and Smooth receiving the vehicle.

If the vehicle accumulated damages, Smooth can pursue a lawsuit for damages against

Jeremy and Jeremy’s parents/guardians on grounds for unjust enrichment from equitable action.

Jeremy obtained benefits while using the vehicle and Smooth was bereft (profit and income loss

during Jeremy’s vehicle possession). Thus, courts could find compensation entitled to Smooth

FOODMART, INC. 5

for adhering to the contract resulting with redressing the unjust action of the contract’s

cancellation.

If Jeremy is of legal age during his vehicle purchase, Jeremy binds himself to the

contract. Jeremy breaches the contract by not paying and returning the vehicle, but Smooth can

use reasonable efforts to mitigate damages by selling or leasing the vehicle to a succeeding

customer.

Scenario 3

Harry can lose this lawsuit because of no valid contract. According to L. Duhaime

(2012), defines offer as: “a explicit proposal to contract which, if accepted, completes the

contract and binds both the person that made the offer and the person accepting the offer to the

terms of the contract” (Legal Dictionary section, p. 1, para. 1). So an offer consists of an offer,

consideration, and acceptance to form a valid contract. This case does not reflect any of the

three elements for a valid contract, although Harry can argue upon each.

Brian’s offer represents a statement of willingness or intent to develop a future offer with

no indication of terms (price, collection amount, date, and delivery options) resulting with no

legal offer. Moreover, Harry’s acceptance is not creating any obligations and legal rights.

There is no possibility to assent to terms when terms are not offered because Harry did

not state any within the various remarks section for acceptance. Harry as yet to specify a price or

identify items for delivery. Brian’s information from Harry did not specify purchase terms for

building a new room, and no terms were present to assent. There is a lack of necessary

communication to form a contract.

First, both parties consider bargaining for consideration or forbearance as part of the

contract. Brian as yet to agree on Harry’s consideration for a contract to build the additional

FOODMART, INC. 6

room to Harry’s home, as both sides require motivation to agree to the consideration prior to

forming the contract. No evidence reveals Harry’s motivation during the contract signing (as no

valid offer was present to begin with). Second, during the forming of the contract the

consideration must be obvious to both Harry and Brian. Under promissory estoppel entitles

Harry complete recovery because Harry will argue after borrowing cash from his aunt to have

Brian build the room relies on Brian’s promise and Harry’s detriment. Therefore, this case will

result in a loss because Brian committed no promise to Harry. Harry risked action without a

promise, as promissory estoppel requires the promise to reasonably to induce promises of action.

It is with good reason to foresee Harry’s model train acquisition inducing Harry to accumulate

debt to renovate his home.

Scenario 4

It is unlawful for Foodmart not to fulfill its public service agreement and ethical code of

conduct as a business, as 20 cases of chocolate sauces are deliverable among its various

locations. However in accordance to the uniform commercial code (UCC) an agreement must be

present to modify, and no evidence reflects Todd’s agreement to the modification supposed by

Foodmart. Hence the originally binding agreement is enforceable. Foodmart’s argument

surmounted additional terms in its memo, which requires no acceptance from Todd. Todd will

counter Foodmart’s argument by debating about the additional terms (delivery, shipment

reduction, and order instructions) altering the original binding agreement.

This argument between Todd and Foodmart lack the particular details of the additional

terms of the original contract proposed by Foodmart. There is no requirement by the UCC

requiring agreement terms set in writing, which is known as gap-filling provisions.

FOODMART, INC. 7

No failing to Todd’s contract with Foodmart indefinitely base on uncertain terms intentionally by

both parties for an agreeable contract and reasonable appropriate remedy. Todd is immediately

due payment unless Foodmart communicates its delivery rejection. Todd could seek adequate

assurance of performance (UCC §2-609). If Todd does not receive payment within 30 days after

his demand, Todd could sue for breach base on owed payments and repudiation of contract

(U.C.C. §2-610).

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References

Cornell University Law School. (2011). Contracts. Legal information institute (LII). Retrieved

from http://www.law.cornell.edu/wex/contract

University Counsel. (2011). What is a contract, university contracts. University of North

Carolina Greensboro. Retrieved from http://www.uncg.edu/ucn/faq/contracts.html

Law Dictionary. (2011). Non age definition. Retrieved by

http://www.law-dictionary.org/NON+AGE.asp?q=NON+AGE