Basics of Commercial Contracting

 View Dates & Sign Up ·  Print Brochure ·  Email Reminder ·  Bring On-site

Detailed Overview/Outline

Daily Schedule

Registration: 8:45am on the First Day

Meetings: 9:00am-12:00pm and 1:00pm-4:00pm

CLE Hours

This Course is Eligible for

11.0(60 minute)

13.2(50 minute)

CPE Hours

This Course is Eligible for

13.0(CPE) hours of credit.

Program Level: Basic

Program Prerequisite: None

Advance Preparation: None

Method: Group-Live

A special two day program on the foundations of commercial contracting and on the contents and practical, daily impact of the Uniform Commercial Code.

If you are in business in any capacity relating to buying or selling - sales executive, marketing representative, purchasing agent, material manager, contract administrator - or if you render legal or accounting services - this course is essential.

Perhaps the greatest virtue and challenge of doing business in this country is that the United States is a big market—50 states, each with its own set of laws. But, commercial dealings are interstate, crisscrossing the borders. Hence, the Uniform Commercial Code (the UCC)-adopted by most States to assure that we're all playing by the same set of rules.

Perhaps the most significant portion of the UCC is that which has to do with the heart of business: buying and selling. It tells you what you can do and what you can't; what your rights are and what risks you run; how to structure your transactions and how to avoid disadvantageous consequences. Indeed, if thoroughly studied and understood—and applied with practical sense—the UCC is a commercial contracting roadmap by which your operations can be advanced and protected.

If you are in business in any capacity related to buying or selling—sales executive, marketing representative, purchasing agent, material manager, contract administrator—or if you render legal or accounting services, knowing the UCC is essential.

Providing that opportunity is the purpose of this special program: Two days of immersion in the key practical and legal principles applicable to business dealings—conducted by an expert Course Director. In addition to concentrated lectures, attendees will receive a comprehensive course Manual for use during the program and after the course has been completed as a desk reference on commercial contracting and the Uniform Commercial Code.

Course Curriculum

FOUNDATIONS

Essential Contract Elements

• Contract Offer
• Contract Acceptance
• Lawful Purpose
• Required Definiteness
• Capacity of Parties
• Consideration (No Free Rides)
• Mutual Obligations

Law Principles

• Absence of UCC
• Applicability Under UCC

Types of Contracts

• Parties Involved
• Nature of Work
• Form of Payment
• Special Nature

Who Can Do What

• The Problem of "Authority"
• Employees
• Agents
• Independent Contractors
• Actual Authority
• Incidental Authority
• Apparent Authority
• Authority by Ratification
• Principal's Liability
• Agent's Liability
• Termination of Authority

UCC FUNDAMENTALS

Origins of the Code

• State Law Diversity
• Conflict of Laws
• Early Uniform Laws
• The Uniform Commercial Code
• UCC Applicability

Basic UCC Concepts

• Facilitation of Commerce
• UCC Flexibility
• Avoiding the UCC
• "Good Faith" Requirement
• Bar to Unconscionability
• The "Merchant" Class
• The Element of "Time"

Coverage of Sales

• UCC Article 2
• "Sale" of "Goods" Coverage
• Transactions Not Covered

WHAT MAKES A CONTRACT?

General Standards

• What's a "Contract"?
• Intent to Contract
• Finding Agreement

Must Contract Be Written?

• "Statute of Frauds"
• Writing Required
• What is a "Writing"?
• Writing Not Required

Offer to Contract

• Oral or Written
• Specifying Acceptance
• Unspecific/Incomplete
• With Unacceptable Terms
• Revocable Before Acceptance
• "Firm" Offers

Accepting the Offer

• Formal and Proper
• Varying Required Forms
• Starting Work
• Shipping Goods

Battle of the Forms

• The Problem
• Standard Contract Rule
• Special UCC Provisions
• What's in the Contract?
• Effect of Conduct

Modifying the Contract

• Written/Oral Modification
• Without Consideration
• Waiver

WHAT DOES IT MEAN?

Interpreting the Contract

• Plain Meaning of Words
• Resolving Ambiguities
• Course of Performance
• Course of Dealing
• Usage of Trade
• Varying Written Terms
• Filling the Gaps

PROBLEMS DURING PERFORMANCE

Ownership of Goods

• Possession
• Title
• Transfer of Title
• Identification of Goods
• Good Faith Purchasers
• Creditors' Rights

Risk of Loss

• Where Contract Breached
• No Contract Breach
• Sale on Approval
• Consignment Sale
• Sale or Return

Impossibility of Performance

• Casualty to Goods
• Unrealized Assumptions
• Buyer's Options

Anticipatory Repudiation

• How It Occurs
• Options and Remedies
• Retracting Repudiation
• Effect of Retraction

Assurance of Performance

• When and How Demanded
• Providing Assurance
• Failure to Assure
• Results

Changing the Players

• Delegating Performance
• When allowed
• Prohibitive clauses
• Effects
• Rights and Disputes

FINISHING UP

Delivering the Goods

• When Contract Is Silent
• Shipment Contracts
• Character of Delivery

Acceptance & Rejection

• Buyer's Inspection Rights
• Inspections Expenses
• Rejection of Goods
• After Rejection
• Buyer's duties
• Buyer's salvage
• Waiver of objections
• Acceptance of Goods

Payment

• Cash
• Letter of Credit
• Check
• Before Acceptance
• Extending Credit

UCC WARRANTIES

Express Warranties

• Affirmation and Promise
• Description
• Sample
• Puffing and Opinion
• Clauses
• Remedies for Breach

Implied Warranties

• Types
• Merchantability
• Fitness for purposes
• Exclusion of Warranties
• Disclaimers/"As Is"
• Merchantbility exclusion
• Fitness exclusion
• Remedies for Breach

Special Considerations

• Cumulation of Warranties
• Conflict of Warranties
• Liability to Third Persons
• Federal Warranty Act

NON-CONTRACT LIABILITY

Tort Liability

• General Principles
• Unintentional Injury
• Negligence
• The Reasonable Man
• Assumption of Risk
• Chain of Liability

Strict Liability Doctrine

• General Concepts
• Necessary Elements
• Who's Liable
• Defenses

TROUBLE & CURE

Breach of Contract

• Types
• By Buyer
• By Seller

General Considerations

• Statute of Limitations
• Modification of Remedies
• Liquidated Damages
• Remedies for Fund
• Effect of "Cancellation"
• Installment Contracts

Seller's Remedies

• Incidental Damages
• Stoppage of Delivery
• Resale of Goods
• Non-Acceptance Damages
• Recovery of Price
• Cancellation

Buyer's Remedies

• When to Reject
• Deduction of Damages
• Incidental Damages
• Consequential Damages
• "Cover"
• Non-Delivery Damages
• Damages for Accepted Goods
• Specific Performance

GOVERNMENT CONTRACTING

Government Prime Contracts

• Federal Law
• UCC Application

Subcontractors Under Government Primes

• When UCC Applies
• Prevailing Federal Law

Sponsor Background:
Federal Publications Inc., founded in Washington, DC in 1958, is recognized as the dominant force in providing Government procurement information to contracts professionals—the leader for high quality print publications, electronic materials, and educational seminars on Government contracting subjects. Construction contracting, immigration law, personnel and employment, international law and business, and environmental law are other areas in which Federal Publications has gained a reputation for high quality products.

This seminar has 1 available dates/locations. Click the button below to view them all and to sign up for this seminar. To quickly return to this seminar at a later time, you can search by its QuickCode: QQBAQM.

Get updated when new dates are added for this seminar.

Get a free personalized recommendation from our experts!

Questions? Please call us Toll-free at (877) SEM-INFO.