MJC/Barney's-NSH/Hermès: Case Of The Handbags

MJC/Barney’s-NSH/Hermès:
Applicable law:
• Bonebrake: The handbags are the predominant thrust of the agreement, and they fit in a shopping cart similar to UCC Coffee cans. UCC applies. §2-105.
Enforceability:
Offer §2-104(1): o NSH’s owner manifested his willingness to bargain when he met with buyers from MJC. Moreover, he said, “I am happy to have you buy all the bags we make for $8,000 each, just as we have done for the past several years.”
Acceptance §2-104(1): o The head buyer from MJC accepted the offer when he sent a text to the NSH owner, which read: “Thx for meeting and selling us all your bags!”
Consideration(suspenders):
o NSH promised that all of the bags they made would be sold to MJC in exchange for a promise of payment of $8,000
Content of the Deal:
Battle of Forms: o After MJC’s lawyers sent NSH a ten-page draft that covered the minimum, NSH’s boss marked up the contract with changes and sent it back. MJC’s lawyers accepted some changes, made other changes, the contract lengthened, and they sent it back to NSH. §2-207(1). The process continued seven times, eventually growing the contract to 22 pages. o Both parties are merchants (NSH crafts the handbags, and MJC has been buying handbags for more than 20 years), so new material terms would be left out of the final contract. §2-207(2).
Breach:
• When everyone at NSH assumed that MJC would not accept the damaged handbags, and then sold them to Hermès could be considered a material breach by
• Expectation: o A seller can resell the goods and recover the difference between the contract price and resale price (and incidental damages, less expenses saved). §2-706. o Contract price of 12 bags (12*$8,000=$96,000), Sale price of 12 bags (Approximately $118,000) =$22,000. o Considering that the resale to Hermès would be both commercially reasonable and in good faith, MJC would receive $96,000 in damages plus any incidental damages, while NSH would only keep $22,000 plus the gas-powered generators and the 250 gallons of gas from the sale to Hermès.
• Reliance: o MJC would get back any money they spent in reliance of the contract (back to square 0). This could include any money spent on advertisements, payments made to Barney’s, and any incidentals that occurred because of reliance of the contract by MJC.
• Restitution: o Because it isn’t clear if MJC paid any deposits to NSH, therefore, there was no unjust enrichment.
• Specific Performance o If cash would not be an adequate remedy for MJC, they could ask for specific performance because they may have the same mindset as Hermès, regarding the buyers being sympathetic and fashionable, which would lead to higher profits for