What are the elements of a contract under common law? Explain what gaps in a contract can be filled by Article 2 of the UCC?

What is the difference between a shipment and a destination contract in Article 2 of the UCC?

Jason shipped a truckload of peaches from his orchard to Grocery using an independent trucker. In route, the truck broke down and the shipment was delayed three days. The peaches were spoiled when they arrived. The terms of the contract were F.O.B. Who bears the risk? Explain your answer

Please see your later post, which I saw first.

Sra

Under common law, a contract typically requires certain elements to be valid. These elements include:

1. Offer and acceptance: There must be a clear offer from one party and an acceptance of that offer by the other party.
2. Mutual assent: Both parties involved must intend to enter into a legal agreement and agree to the terms of the contract.
3. Consideration: The contract must involve some form of valuable exchange or consideration, such as money or services.
4. Capacity: Both parties must have the legal capacity to enter into a contract, meaning they are of sound mind and are not minors or under any legal incapacity.
5. Legality: The contract's purpose and terms must be lawful and not against public policy.

However, Article 2 of the Uniform Commercial Code (UCC) is a set of rules that governs the sale of goods. It fills certain gaps in contracts that common law may not address adequately. Some of the gaps that can be filled by Article 2 include:

1. Gap in price determination: If the parties have not agreed upon the price, the UCC provides a method to determine a reasonable price.
2. Gap in delivery terms: If the parties have not specified the delivery terms, the UCC provides default terms based on the nature and circumstances of the transaction.
3. Gap in acceptance of goods: The UCC establishes rules for the acceptance of goods if the parties have not explicitly stated the criteria for acceptance.

Now, moving on to the difference between a shipment contract and a destination contract under Article 2 of the UCC:

1. Shipment contract: In a shipment contract, the seller is required to deliver the goods to the carrier or other intermediary for transportation to the buyer. The risk of loss or damage passes from the seller to the buyer once the goods are delivered to the carrier. This means that if the goods are damaged in transit, it is the buyer's responsibility to bear the risk.

2. Destination contract: In a destination contract, the seller is responsible for delivering the goods to a specified destination (such as the buyer's place of business). The risk of loss or damage remains with the seller until the goods reach the specified destination.

Now, considering the scenario of Jason shipping peaches using an independent trucker with the terms of the contract being F.O.B., which stands for "free on board":

In an F.O.B. contract, the seller, Jason, bears the risk of loss until the goods are delivered to the carrier. Once the goods are handed over to the carrier, the risk transfers to the buyer, Grocery. Therefore, since the truck broke down and the peaches were spoiled while in transit, it is Grocery, as the buyer, who bears the risk and is responsible for the spoiled peaches. The fact that the truck broke down and the shipment was delayed does not change the risk allocation under the F.O.B. terms.