Grocery, Inc. is a retail grocery store chain with stores located throughout the United States. The organization has contracts with many vendors to obtain the products they sell in their stores. There are many laws and guidelines that, like other similar businesses, Grocery, Inc. must follow in order to operate in a compliant manner.
Common Law Contracts and UCC Article 2 Contracts
Both common law and UCC Article 2 contracts would apply between Grocery Inc. and their vendors; however for domestic purposes the UCC Article 2 contract would supersede that of the common law contract. Grocery also has international vendors which make it a bit more interesting, each country might have their own version of the US UCC. If the matter is brought to court they will “apply the definitions used in their own jurisdiction,” meaning that when contracts are created the language used must clearly express the wishes of both parties (Cheeseman, 2004). Since the rules of Article 2 of the UCC can be applied in one aspect or another then it would be safe to say that Article 2 applies to the contracts with Grocery Inc. and its vendors.
Breach of Contract
In order to find out who wins, it is necessary to review the contract between Masterpiece Construction and Grocery Inc. to determine if there is a clause which specifies whether or not Masterpiece Construction can sub-contract the renovation or if they must perform the work themselves. Once determined, Grocery Inc. would know if they have a valid case. In this circumstance Grocery has a good chance of winning the suit for specific performance but not necessarily for breach of contract. If the contract specifies that Masterpiece is to perform the work, then Masterpiece would be responsible for breach of contract. If that is not stated then Masterpiece had the right to delegate the work to a Build Them To Fall without penalty. However this does not excuse Masterpiece from being liable for the renovation. When