Business Law and the Uniform Commercial Code - Essay Example

?Business Law College: Elements of a Contract In the case of Campbell Soup Co v Wentz, the terms of the contract were thatWentzes farmers would sell all their carrot products after harvesting to Campbell Soup Co at a price of $30 per ton, failure to which the Wentz would pay a liquidated damage of $50 per ton. Also, the signed contract gave Campbell soup the privilege to refuse spoilt carrots and to dictate the buyer of the pieces that he would not buy. The Wentzes refused to perform under the contract and Campbell filed a court to seek remedy for the breach of contract. The court did not find specific performance as a legal remedy in this case for the reason that it was impossible to compel the Wentz to sell the carrots to Campbell unwillingly. In the final ruling, the court refused to help Campbell in reinforcing the case because Campbell had formulated an unconscionable contract that provided him with unreasonable privileges to control the farmers. For instance, he could dictate to whom the farmers would sell the carrots they could not buy after the harvest. To avoid instances of unconscionable contracts in the future, Campbell soup requires to exercise fairness in the contract by involving farmers during the contract formulation process (Blum, 2007). The Uniform Commercial Code Under UCC 2-302, a person who buys goods at an exaggerated price stands a better chance to exit a contract more than a person who is involved in the purchase of non-food products. The principle of fairness requires that all contracts be treated as equally binding regardless of the participants of the contract. However, the UCC law seems to contradict this law by exercising favoritism for people with unequal bargaining power. It would be more ethical if the court upheld treated all citizens on the same platform as long as the at the signing of the contract each party is aware of the terms of the contract; They have the will to sign it or refuse to sign (Collins, 2009). In the scenario of Ace heating and Cooling Company, although Glamour and Shady restaurant are familiar with the terms of the contract, the purchase conditions are incomparable. While Glamour purchased the Freezy to protect the health of old patients, Shady restaurants bought the Freezy out of not urgency. Glamour’s purchased the goods to protect the rights of people who have a low bargaining power, unlike Shady’s customers. Employment-at Will The employment-at-will Act allows the employer to fire an employee without any substantial reason to do so, and as they deem fit for the organization. Unless there is a contract of employment or evidence of discrimination, fired employees cannot obtain a legal protection from a court of law. While it is considerate to allow employers to fire employees at their own discretion, this rule has been applied to inflict discrimination in the labor market. For instance, ABC news reported a case where a woman was fired on the ground that she was irresistible and was a threat to marriages. When the Supreme Court ruled against the woman and justified the action of the employer, the case attracted a lot of controversy since this termination of employment was perceived as an incidence of illegal female discrimination. The fact that the court granted rehearing of the case, it can be considered as evidence of inconsistency in court decision due to a weakness in the law regarding the firing of employees (Doyle, 2013). To avoid such inconsistencies and misinterpretation of the law regarding firing, the law should not allow firing for no reason policy. A Principal’s Responsibility for the Actions of Their Agent The action of Steve, a Big Mart employee, to check their customer, Karen, is part of the responsibility he owes to their employer. The fact that Karen did not go through the check counter raises a question and hence Steve’s action to scrutinize her is an act of good faith. Since Karen has no tangible evidence to show that Steve had a malicious intention, she is not justified to sue for defamation or false imprisonment (Doskow, 2012). If Karen was to sue for defamation, Big Mart and not Steve would be liable for Steve action as his action was within the duties laid down by the employer. The Agency law provides that any injury or harm caused by an agent or an employee in the process of executing the duties assigned, the principal will be liable. Real, Intellectual, and Personal Property Personal property is portable and may either have a physical existence or not, hence classified as either tangible or intangible. On the other hand, real property is fixed and tangibles while intellectual property is characteristically intangible and immovable. The law provides security for ownership of personal property by providing laws against illegal acquirement of property from the rightful owners. For instance, the law requires the finder of a lost property to return it to the rightful owner as long as they are reachable. Special clauses are defined to protect ownership of intellectual property such as patents in order to promote talent and works of art. On the other hand, the treatment of real property is quite unique as the government protects ownership rights but still regulates use of the properties. For instance, the owners of real estates are regulated in their responsibility of collecting rent to protect the rights of their clients. It is a positive act of the government to treat each property differently because the ownership because of the complexity of ownership or acquisition process of these properties (Freeman &Peace, 2005). By adopting varied mechanisms, the government is able to control ownership and utilization of property which often may affect two or more parties. Business Ethics According to the Sarbanes Oxley Act (SOX), the corporate directors in both non-profit and for-profit making organization have a duty to account security of the business shareholders and the public against unethical practices that are common due to accounting errors and fraudulent actions in the organization (Rlikoff & Totten, 2004). All business organizations including small business and privately owned firms have ethical duties to protect their customers, employees and vendors. For instance, cases of fraudulent accounting will affect all the parties that are associated with the business. In this view, the law should impose strict regulations to small business and private firms to ensure that the welfare of all shareholders is taken care of. The marketplace is characterized by individualistic ambitions and hence it cannot be allowed to police unethical behavior. For instance, small business organizations such as HIH insurance in Australia have propagated scandals involving victimization of customers due to poor policies to govern the accounting standards in this country. Intellectual Property and Technology The evolution of online business has raised new ethical issues as internet fraudsters have started to create new domain names to enjoy the merits of other companies. The internet domain names are categorized under intellectual property since they are tied to the trade mark policies (Jade, 2013). The ability of internet fraudsters to fake domain names has raised legal concerns to protect the ownership of domain names. The digital millennium copyright act aims at punishing the copyright issues and reproduction of domain names and other media as part of regulating the ownership of intellectual property. Internet copyright issues have not been given enough attention in the cyber law and hence there is a need for future amendments to declare severe punishments for internet fraudsters. The Global Marketplace With globalization, the business market has extended to cover the world and the number of multinational corporations has increased with the evolution of international trade (Kline, 2010). The role of government is to regulate foreign organizations by establishing environmental and tax policies to control the operations of international investors. When US companies engage in international business, they are always faced with issues of conforming to the currency, tax policies and language demands of other countries. When doing business in other countries, US business firms are required to comply with the regulations stated down in the target countries. For instance, the environmental law in many countries requires that the foreign companies take precautions against air, water and land pollution especially while opening industries. Disobedience of environmental laws is an ethical concern that can lead to legal actions against the infringing company. References Blum, B., (2007). Contracts: Examples and Explanations. London: Aspen Publishers. Collins, D., (2009). Essentials of Business Ethics: Creating and organization of High Integrity and Superior performance. New York: John Wiley & Sons. Doskow, E., (2012). Defamation Law Made simple. Noro Law For All. Retrieved from: < http://www.nolo.com /defamation-law-made-simple-29718.html> Doyle, A., (2013). Getting Fired for No Reason. Retrieved from: < http://jobsearch.about.com/b/2013/06/05/fired-no-reason.htm> Freeman, L. and Peace, G., (2005). Information Ethics and Intellectual property. USA: Idea Group Inc. Jade, K., (2013). Ethical Issues Cloud Sale of New Internet Domain. Retrieved from: < http://www.globalethics.org/newsline/2012/01/16/ethical-issues-cloud-sale-of-new- Internet-domain-names/> Kline, J., (2010). Ethics for International Business: Decision Making in a Global Political Economies. New York: Routledge. Rlikoff, E. and Totten, M., (2004). Governance in the spotlight: what the Sarbanes-Oxley Act means for you. Trustee: The Journal of Hospital Governing Boards. 57 (8): 15-8. Read More