You developed a hypothetical scenario for analysis and explanation for discussion with the GC owners.

Background:   The GC owners are aware of the importance of contracts to both buy and sell goods and services.  They are reviewing the Uniform Commercial Code (UCC), Article 2, that covers contracts for sales of goods.  

The GC owners understand that the terms in their purchase contracts (i.e., contracts to purchase products from EPI) will require very different terms from their sales contracts reselling these cleaning products purchased from EPI. 

First, the owners want to focus on understanding their rights and obligations associated with reselling EPI cleaning products.

Winnie and Ralph ask you to prepare information to help the GC understand risks and possible liabilities related to the resale of EPI cleaning goods to customers.

You developed a hypothetical scenario for analysis and explanation for discussion with the GC owners.

Hypothetical Scenario:  Office Cleaning Pros (Pros), a local company, emailed GC that it wanted to purchase some cleaning products. 

The email stated the following sales details:  

  • Pros wanted to purchase 6 cases of Carpet Re-New cleaning solution from GC
  • the price is $200 per case of Carpet Re-New
  • Delivery was to be on or before April 1, 2019
  • Delivery was to be made to Pros storage warehouse facility

GC did not respond to the email, but on April 1, GC delivered 6 cases of cleaning solution products to Pros office headquarters, located next door to Pros’ storage warehouse facility.  Pros moved the cleaning solution products from its headquarters to its storage warehouse facility 

Three days later, Pros inspected the 6 cases GC had delivered and discovered all 6 cases contained Floor Re-New cleaning solution, not Carpet Re-New as specified in the sales contract.


Prepare a memorandum to Winnie and Ralph to use for discussion with the GC owners.

Referring to the scenario above, review UCC, Article 2, and respond to the following:

1.  Analyze and explain whether a contract was created between GC and Pros under the UCC.

2.  Evaluate and discuss the rights and obligations of Pros following the inspection.

3.  Evaluate and discuss the rights and obligations of GC, under the circumstances, following delivery and Pros’ inspection of the goods.

Format for Memorandum: 


TO:              Winnie James, Ralph Anders

FROM:         your name

RE:              GC Sales Contracts






Write in correct, complete sentences in paragraph format.


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