Importance of Having Article 2 Ucc Gap Filler Provisions and the Importance of Allowing Parties to Have the Freedom to Contract.

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Date Submitted: 09/13/2012 01:53 PM

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Question 1) What is the importance of having Article 2 UCC gap filler provisions and the importance of allowing parties to have the freedom to contract.

According to several articles that I have read. “Freedom of contract is central and the most celebrated principal in contract law. The definition of “freedom of contract” mean that parties in a contract or transaction are free and entitled to agree on or choose the lawful terms of the contract. Contractual obligation ultimately relies on the consent of the parties of the contract.

Based on this weeks discussion topic, we focused on Article 2 of the UCC and how it applies to contracts for the sale of goods and how it has led to gap filling. “Section 2-204

sets the stage by dispensing the rigid rules of offer and acceptance contained in the first Restatement.

Section 2-204 states that “Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a

reasonably certain basis for giving an appropriate remedy.” Article 2 of the UCC allows the courts to

fill a number of gaps if the parties have left them open in their sales contract. “Gap-filling provisions are based on the assumption that these are the terms that most parties would have agreed to if they had focused on the issues in advance. In particular, the UCC provides instructions for filling gaps in price, place for delivery, time for shipment or delivery, time for payment.” (Gap-filling and Freedom of Contract, Shumei Lu, University of Georgia School of Law, , 2012)

Question 2) “ Seller contracts to sell 1,000 gizmos to the buyer for $3,000. The contract terms are F.O.B. buyer’s place of business.”

a. What kind of contract is this. Destination Contract

b. What kind of shipment does this contract require? 2-319 states that the seller must at his own expense and risk transport the goods” to the buyer’s place of business and...