Business Law

Discussion – Week 5



The UCC and Relaxing Contracts

The Uniform Commercial Code (UCC) is a group of laws governing commercial or business transactions throughout the United States. The UCC has made key changes to the common law principles of contracts to accommodate the needs of people dealing with one another in the modern business world. One of the primary areas of modification deals with the sales contract.

A sales contract must contain the same essential elements as other contracts: offer and acceptance, consideration, competent parties and legal purpose. In general, the same rules that apply to basic contract law also apply to sales contracts. In some areas, however, the UCC changes those rules as they apply to the sale of goods.

For example, the UCC allows a contract (for the sale of goods) to be enforced as long as the parties really intended to make the contract, even in cases in which essential terms—such as those specifying price, quantity, etc.—are missing.

Based on your reading for this week:

Consider the many lawsuits brought into the court system, the potential slowdown in the system, and the large cost of hearing all of these actions. Why do you think that the UCC relaxes the basic contract rules that apply to sales contracts? Do you believe that this relaxing of the rules (by the UCC) that apply to sales contracts is a good thing?

With these thoughts in mind:

Post a statement by Day 3 about why you believe that the UCC relaxes the basic rules that apply to contracts for the sale of goods and whether you feel that this modification is positive for business.

Read a selection of your colleagues’ postings.

Respond by Day 5 to two or more of your colleagues’ postings in one or more of the following ways:


  • Ask a probing question.
  • Share an insight from having read your colleague’s posting.
  • Offer and support an opinion.
  • Make a suggestion.
  • Expand on your colleague’s posting.

Return to this Discussion in a few days to read the responses to your initial posting. Note what you learned and the insights you gained as a result of the comments your colleagues made.

Be sure to support your work with specific citations from the Learning Resources and any additional sources.

Click the Reply button below to post your response.



Learning Resources

Please read and view this week’s Learning Resources before you complete the Discussion.


  • Course Text: Goldman, A., & Sigismond, W. (2014). Business Law: Principles and practices (9th ed.). South-Western: Cengage Learning.
    • Chapter 13, “The Termination of Contracts: Discharge”
    • A contract will eventually come to an end. The most common way for this to occur is through discharge. In this chapter, you will explore the termination of a contract by discharge. Usually this is accomplished by performance; that is, the parties fulfill or perform the terms of the agreement as promised. However, there are several other ways for a contract to be discharged, and you will be introduced to these situations as well.
    • Focus on the definitions and concepts provided throughout the chapter. Review the examples provided in the chapter that illustrate the major ideas being conveyed. Think about the consequences (in money, time, work, effort) that can be incurred when a contract is discharged but has not been completely fulfilled according to its original terms. 
    • Chapter 14, “The Termination of Contracts: Breach of Contract”
    • In addition to discharge, a contract can also end when one party fails to perform some or all of the obligations required by the contract or when a party declares, “I’m not going to perform.” Either of these two situations results in a breach of a contract. In this chapter you will explore these two types of contract breaches, as well as the remedies available to a party that has been harmed by a breach.
    • Focus on the definitions and concepts provided throughout the chapter. Review the examples provided in the chapter that demonstrate the major ideas being conveyed. Consider the defenses that a breaching party can offer for not performing some or all of the obligations specified in a contract. 
    • Chapter 15, “Formation of Sales and Lease Contracts”
    • In this chapter, you will be introduced to the Uniform Commercial Code. You will begin to explore the law as it relates to sales contracts. The chapter will also define several important terms that you will encounter when dealing with sales and lease contracts and introduce Articles 2 and 2A of the UCC.
    • Focus on the definitions and concepts provided throughout the chapter. Review and think about the examples in the chapter that demonstrate the major ideas being conveyed. Carefully consider the ways that the UCC has modified some of the rules of basic contract law to allow those rules to better accommodate the needs of sales transactions.
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