Instructions

Having recently applied for a contract specialist position at T&G Consulting, you have been invited in for an interview. The job requires a thorough knowledge of Article 2 – Sales, of the Uniform Commercial Code. Some of your potential future coworkers are given the opportunity to meet with you and wish to test your knowledge.

Part 1: The first of your coworkers is explaining to you the importance of understanding the regional business landscape in order to be prepared when new potential clients inquire about a contract for the sale of goods.  She shows you a sample contract for the sale of goods.

Review the contract for provisions that relate to Article 2 of the UCC. Identify the specific provisions, and explain how they pertain to Article 2 of the UCC. In your discussion, demonstrate your knowledge of:

• statute of frauds
• parol evidence
• warranties (implied and express)

Part 2: You are now working on a new transaction. You have reviewed a proposed Business Bill of Sale agreement that your client (the seller) has presented.The proposed contract contemplates the sale of “all of the assets, property, rights and interests” of the business, “of every kind and description, tangible or intangible.” Compose an email to your client explaining what kind(s) of property would fall within Article 2 of the UCC.  Identify other items involved in the sale of the business that would not fall within Article 2. This library resource offers help with writing a professional email.

Part 3: The Business Bill of Sale agreement contains language that the seller does “covenant and warrant that it has free and clear title to the property conveyed hereunder…” and that the property is “free and clear of all encumbrances whatsoever.” What provision of Article 2 would be applicable to this warranty, and what kind or kinds of property would fall within this provision?