Bba 3210, business law 1 course learning outcomes for unit

1. BBA 3210, Business Law 1
Course Learning Outcomes for Unit VI
Upon completion of this unit, students should be able to:
7. Demonstrate how Article 2 of the Uniform Commercial Code
(UCC) applies to sales transactions.
7.1 Use concepts unique to Article 2 of the UCC concerning the
formation of sales contracts.
7.2 Discuss performance of sales contracts under Article 2 of
the UCC.
Course/Unit
Learning Outcomes
Learning Activity
7.1
Unit Lesson
Chapter 15
Article: “The Uniform Commercial Code Survey: Introduction”
Article: “Sales”
Unit VI Case Study
7.2
Unit Lesson
Chapter 16
Unit VI Case Study
Required Unit Resources

2. Chapter 15: Formation and Performance of Sales and Lease
Contracts
Chapter 16: Sales and Lease Contracts: Performance,
Warranties, and Remedies
In order to access the following resources, click the links
below.
Martin, J. S., Marks, C. P., & Barnes, W. (2019). The Uniform
Commercial Code survey: Introduction.
Business Lawyer, 74(4), 1203–1206.
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earch.ebscohost.com/login.aspx?direc
t=true&db=bsu&AN=139803242&site=ehost-live&scope=site
Martin, J. S. (2019). Sales. Business Lawyer, 74(4), 1207–1223.
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earch.ebscohost.com/login.aspx?direc
t=true&db=bsu&AN=139803243&site=ehost-live&scope=site
Unit Lesson
The Uniform Commercial Code
Contract law is primarily state law, and state contract law, in
most cases, is common law. One of the
hallmarks of the common law is that it is based on the
interpretations that courts have assigned to specific
legal concepts, so the details of the common law of contracts
vary from state to state. Those variations are
not a weakness in the common law, but the variations from state
to state can make contracts involving parties
in different states difficult. For example, if the common law of
contracts in Alabama says one thing about how

3. an acceptance of an offer can be made, and the common law of
Georgia says something different, one party
to a contract in Alabama and another party to the contract in
Georgia may not know if there has been an
acceptance of an offer to make a contract.
A number of years ago, a semi-official organization, the
National Conference of Commissioners on Uniform
State Laws, created the Uniform Commercial Code (UCC) to
address the variation in state commercial laws,
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earch.ebscohost.com/login.aspx?direct=true&db=bsu&AN=1398
03242&site=ehost-live&scope=site
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earch.ebscohost.com/login.aspx?direct=true&db=bsu&AN=1398
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BBA 3210, Business Law 2
UNIT x STUDY GUIDE
Title
including contract laws, so that contracts involving parties in
different states would be easier to make and
perform and so commerce would not have to bear the burdens
imposed by state-to-state variations in
contract laws.
The National Conference of Commissioners on Uniform State
Laws surveyed contract law in the states and
developed the UCC to provide a common sense approach to
contract law that was intended to standardize
contract law in the states without causing states to make
substantial changes in their existing laws.

4. One of the unique aspects of the UCC is that the National
Conference of Commissioners on Uniform Laws—
not being an official governmental entity—did not have the
power to force states to adopt the UCC. Yet, all
states except Louisiana that have a legal system based of French
civil law rather than common law have
adopted at least a portion of the UCC.
The result has been that contracts that are subject to the UCC
(and we will see that not all contracts are
subject to the UCC) are generally easier to make and easier to
perform and enforce than before the UCC was
adopted. The UCC introduces several new concepts to contract
law, but its most important contribution to
contract law is that it emphasizes finding that contracts exist
rather than presenting obstacles to the creation
of contracts, which was sometimes the effect of the common
law of contracts.
Articles 2 and 2A of the UCC
The UCC covers more than just sales contracts. It is divided
into sections, which are referred to as Articles,
that address specific types of commercial transactions. Article 2
addresses sales contracts, and Article 2A
addresses lease transactions. Though the UCC strives to disrupt
the common law as little as possible, with
respect to Articles 2 and 2A, the application of the provisions of
the UCC are limited by several concepts that
are either new to contract law or that have special meanings in
the UCC.
involves the passing of a title to something
from the seller to the buyer. Title is defined as ownership. This

5. provision does not change the
common law.
goods, and goods are anything that is
tangible and that is moveable when the contract is made.
Tangible means that something has a
physical form, and moveable means that the subject of the sales
contract can be moved from place to
place, but both the idea of physical form and movement in the
context of the UCC need some further
explanation.
Having physical form means that something can be touched or
held, but not everything that can be touched or
held is a good within the meaning of the UCC. A laptop
computer clearly has physical form and is a good, but
some things that have physical form represent something that
does not have physical form and is, therefore,
not a good. For example, if Bill owns 100 shares of stock in
Ford Motor Company, there is a Ford Motor
Company stock certificate with Bill’s name that indicates that
Bill owns 100 shares of stock. While that stock
certificate can be touched and held, it only represents the shares
of stock that Bill owns, so the stock
certificate is not a good under the UCC. Bill’s ownership of the
shares of stock in Ford Motor Company is an
intangible right, and any contract for the sale of those shares of
stock would not be subject to the provisions of
the UCC.
The requirement that a good be moveable to be subject to the
UCC also involves a few quirks. Land and
anything that is permanently attached to land is not moveable,
so a contract for the sale of land or anything
permanently attached to the land is not subject to the provisions

6. of the UCC. However, if something that is
permanently attached to land is separated from the land, it then
becomes moveable, and any sale of that item
is subject to the provisions of the UCC. For example, if Pete
owns land where pine trees are growing, and
Pete sells the growing trees to Sidney, that sale would not be
subject to the provisions of the UCC because
the growing trees are not moveable. However, if Pete cuts the
trees down and sells the cut trees, that sale
would be subject to the provisions of the UCC because the cut
trees would be moveable. Although growing
crops would seem to be like pine trees and be permanently
attached to the land until they are harvested,
there is a provision of Article 2 of the UCC that classifies
growing crops as goods that are subject to the
provisions of the UCC.
BBA 3210, Business Law 3
UNIT x STUDY GUIDE
Title
Merchants
Another concept introduced by the UCC is the merchant status.
A merchant is anyone who regularly deals in
goods of a kind involved in a sales or lease transaction. The
UCC imposes a number of responsibilities on
merchants involved in sale and lease transactions that are not
imposed on parties to contracts who are not
considered to be merchants. The justification for imposing those
additional responsibilities on merchants is

7. that those who regularly deal in the goods that are the subject of
the contract should be held to higher
standards with respect to those transactions.
Elements of a Contract
The elements necessary to create a contract under the common
law, (i.e., agreement, consideration,
capacity, and legality) are still necessary under the UCC, but
the UCC makes a few changes intended to
simplify the formation of contracts.
Offer
Although the common law generally requires that all terms
necessary for the formation of a complete contract
be contained in an offer, the UCC considers an offer to be valid,
even if major terms are missing from the
offer. For example, if the price is not stated in an offer, the
UCC allows a court to assume that a reasonable
price was intended, and, if the place for delivery of the goods
being sold is not stated, the UCC allows a court
to assume that the seller’s place of business is the place that the
goods are to be delivered to the buyer.
The common law provides that an offer can be withdrawn at any
time before it is accepted unless the offeree
pays the offeror an amount of money and the offeror agrees not
to withdraw the offer for a specific amount of
time. Under the UCC, an offer that is in writing and that the
offeror agrees not to withdraw for a specific
amount of time cannot be withdrawn for that time period, even
though the offeree has not paid any amount of
money to the offeror.
Acceptance

8. Under the common law, there is a complicated arrangement
about how an offer can be accepted. If an
acceptance is mailed, the mailbox rule provides that the
acceptance is effective when mailed, but any other
response to an offer is not effective until it is received. The
UCC simplifies the process; an acceptance of an
offer is effective when it is dispatched, so a written acceptance
is effective when mailed, an emailed
acceptance is effective when it is sent, and a verbal acceptance
is effective when it is spoken.
Also, the mirror-image rule for acceptances under the common
law does not apply under the UCC. If
the offeree expresses an intention to accept an offer, the
specific words used in that acceptance are
not important.
Battle of the Forms
In many commercial contracts, there is an exchange of forms
that may not contain the same terms. For
example, a buyer might send a purchase order to a seller
offering to buy 100 units of a described good for a
specified price to be delivered as soon as possible with a
statement that payment for the goods will be made
within 10 days after the goods are delivered to the buyer. Upon
receipt of that purchase order, the buyer
might ship the 100 units of the good to the buyer and email the
buyer an invoice that says the purchase price
is due at the time of delivery. Under the common law, there
might be a problem because the buyer’s offer
specified payment within 10 days after delivery, but the seller’s
acceptance said that payment was due on
delivery. Under the UCC, there would be no problem because
the UCC says that in a case like this, where

9. forms are being exchanged, unless there is an objection stated
by one of the parties, the terms included in the
last document exchanged are the terms of the contract. Under
the UCC, the buyer would be obligated to pay
for the goods purchased when the goods were delivered to the
buyer.
4
UNIT x STUDY GUIDE
Title
Statute of Frauds
There is a specific statute of frauds in Articles 2 and 2A of the
UCC that requires all contracts for the sale or
lease of goods for more than $500 to be in writing.
Unconscionability
Articles 2 and 2A of the UCC provide that a court does not have
to enforce a sales contract or a lease if the
court finds that the sales contract or lease is unconscionable.
Unfortunately, the UCC does not define
unconscionability, so courts have fashioned a test for
unconscionability that does not provide a very
satisfactory guide to determining if a sales contract or lease is
unconscionable. Courts have said that if a
contact or lease shocks the conscience of the court, then the
court does not have to enforce the contract
or lease.

10. Performance of the Contract
The UCC follows the common law rule of performance of a
contract that requires that the seller/lessor of
goods supply the buyer/lessee of the goods with exactly what is
described in the contract. That common law
rule is the perfect tender rule, and in the UCC, the rule refers to
conforming goods. In other words, the
seller/lessor of goods must make available to the buyer/lessee of
the goods at a reasonable place and time
goods that conform specifically to the goods specified in the
contract. If the seller/lessor does not tender
conforming goods to the buyer/lessee, the buyer/lessee can
accept the goods even though they do not
conform to the contract, the buyer/lessee can reject the goods
because they do not conform to the contract,
or the buyer/lessee can accept some of the goods and reject the
rest of the goods.
The UCC is intended to make contracts for the sale of goods,
especially contracts between parties in different
states, easier to create and to perform; in doing so, the UCC has
sanctioned some common law concepts and
introduced other new concepts.
Learning Activities (Nongraded)
Nongraded Learning Activities are provided to aid students in
their course of study. You do not have to submit
them. If you have questions, contact your instructor for further
guidance and information.
View the Unit VI Glossary to review key terms presented in
this unit.
Alternate format for Unit VI Glossary

11. Reference
Photogl. (n.d.). Books on library shelves (ID 20785201)
[Photograph]. Dreamstime.
https://www.dreamstime.com/stock-image-books-library-
shelves-image20785201
(Photogl, n.d.)
https://online.columbiasouthern.edu/bbcswebdav/xid-
130162794_1
https://online.columbiasouthern.edu/bbcswebdav/xid-
129907864_1
https://online.columbiasouthern.edu/bbcswebdav/xid-
130162794_1Course Learning Outcomes for Unit VIRequired
Unit ResourcesUnit LessonThe Uniform Commercial
CodeArticles 2 and 2A of the UCCMerchantsElements of a
ContractOfferAcceptanceBattle of the FormsStatute of
FraudsUnconscionabilityPerformance of the ContractLearning
Activities (Nongraded)
Company A 2017 Balance SheetCompany A Name & Stock
SymbolTip: F2 key let's you easily edit cell data.Exchange rate
used is that of the Year End reported date Students: You will
need three years' worth of data for the next Excel assignment if
you want to download all three years now.You will also need
more historical stock prices too if you would like to download
all available stock price data now.As Reported Annual Balance
Sheet Report Date12/31/17←Use most recent year-end report
date availableCurrencyUSDAudit StatusNot
QualifiedConsolidatedYesScaleThousandsCash & cash
equivalents1,196,908Restricted cash & marketable
securities22,628Restricted cash-Accounts
receivable168,965Raw materials528,935Work in
process163,830Finished goods476,512Service

12. parts108,561Inventory1,277,838Prepaid expenses & other
current assets125,229Total current assets2,791,568Operating
lease vehicles, net1,791,403Machinery, equipment & office
furniture1,694,910Tooling550,902Leasehold
improvements338,392Building & building
improvements461,303Land60,234Computer equipment &
software175,512Construction in progress693,207Property &
equipment, gross3,974,460Less: accumulated depreciation &
amortization571,126Property & equipment,
net3,403,334Restricted cash31,522Emission credits-Debt
issuance costs, net-Other assets-Other assets-Other
assets74,633Total assets8,092,460Accounts
payable916,148Accrued warranty, current portion-Build to suit
finance obligation, current portion-Accrued interest-
Environmental liabilities, current portion-Other accrued
expenses-Taxes payable101,206Accrued
purchases140,540Payroll & related costs86,859Warranty &
other accrued expenses94,193Accrued
liabilities422,798Deferred revenue423,961Resale value
guarantee136,831Capital lease obligations, current portion-
Customer deposits283,370Convertible debt, current portion-
Long term debt & capital leases633,166Total current
liabilities2,816,274Deferred revenue446,105Long term debt &
capital leases2,040,375Resale value guarantee1,293,741Capital
lease obligations, less current portion-Convertible debt, less
current portion-Accrued warranty, less current portion-Deferred
rent liability-Deferred tax liabilities-Environmental liabilities,
less current portion-Other long-term liabilities-Other long-term
liabilities-Other long-term liabilities364,976Convertible senior
notes42,045Total liabilities7,003,516Common
stock131Additional paid-in capital3,414,692Accumulated other
comprehensive income (loss)-3,556Data quality check:Retained
earnings (accumulated deficit)-2,322,323Assets =Liabilities +
EquityTotal stockholders' equity
(deficit)1,088,9448,092,4608,092,460Reference
(example)Mergent Online. (2018). Company A Retrieved

13. January 21, 2018 from: (link to financial statement here)
Company A 2017 Income StatementCompany A Name & Stock
SymbolExchange rate used is that of the Year End reported date
As Reported Annual Income Statement Report Date12/31/17
Regis, Kristin: Regis, Kristin:
Use most recent year-end report date
availableCurrencyUSDAudit StatusNot
QualifiedConsolidatedYesScaleThousandsDevelopment
services-Automotive sales3,740,973Services & other
revenues305,052Total revenues4,046,025Development services -
Automotive sales2,823,302Services & other cost of
revenues299,220Total cost of revenues3,122,522Gross profit
(loss)923,503Research & development717,900Selling, general
& administrative922,232Total operating
expenses1,640,132Income (loss) from operations-
716,629Interest income1,508Interest expense118,851Other
income (expense), net-41,652Income (loss) before income taxes
- domestic-415,694Income (loss) before income taxes -
international-459,930Income (loss) before income taxes-
875,624Current state income taxes (benefit)525Current foreign
income taxes (benefit)10,342Current income taxes
(benefit)10,867Deferred foreign income taxes
(benefit)2,172Deferred income taxes (benefit)2,172Provision
for income taxes (benefit)13,039Net income (loss)-
888,663Weighted average shares outstanding-
basic128,202Weighted average shares outstanding-
diluted128,202Year end shares outstanding131,425Net income
(loss) per share - basic-7Net income (loss) per share - diluted-
7Number of full time employees13,058Number of common
stockholders836Foreign currency translation adjustments-
10,999Reference (example)Mergent Online. (2018). Company A
Retrieved January 21, 2018 from: (link to financial statement
here)
Company A 2017 Cash FlowCompany A Name & Stock
SymbolExchange rate used is that of the Year End reported date

14. As Reported Annual Cash Flow Report Date12/31/17
Regis, Kristin: Regis, Kristin:
Use most recent year-end report date
availableCurrencyUSDAudit StatusNot
QualifiedConsolidatedYesScaleThousandsNet income (loss) -
888,663Depreciation & amortization422,590Stock-based
compensation197,999Amortization of discount on convertible
debt72,063Inventory write-downs44,940Write-off of
Department of Energy (DOE) loan origination costs-Change in
fair value of DOE warrant liability-Fixed asset
disposal37,723Other non-cash operating activities26,373Foreign
currency transaction loss (gain)55,765Account
receivables46,267Inventories & operating lease vehicles-
1,573,860Prepaid expenses & other current assets-29,595Other
assets-24,362Accounts payable-Accrued liabilities-Accounts
payable & accrued expenses263,345Deferred
revenue322,203Customer deposits36,721Resale value
guarantee442,295Other long-term liabilities23,697Net cash
flows from operating activities-524,499Purchases of property &
equipment excluding capital leases-1,634,850Withdrawals out
of (transfers into) our dedicated Department of Energy account,
net-Decrease (increase) in restricted cash-26,441Purchase of
short-term marketable securities-Maturities of short-term
marketable securities-Business acquisition-12,260Net cash
flows from investing activities-1,673,551Proceeds from
issuance of convertible debt-Proceeds from issuance of
convertible debt & other debt318,972Proceeds from issuance of
common stock in public730,000Proceeds from issuance of
warrants-Proceeds from exercise of stock options & other stock
issuances106,611Proceeds from issuance of common stock in
private placements20,000Principal payments on DOE loans-
Purchase of convertible note hedges-Common stock &
convertible debt issuance costs-17,025Principal payments on
capital leases & other debt-203,780Collateralized lease
borrowings568,745Net cash flows from financing

15. activities1,523,523Effect of exchange rate changes on cash &
cash equivalents-34,278Net increase (decrease) in cash & cash
equivalents-708,805Cash & cash equivalents at beginning of
period1,905,713Cash & cash equivalents at end of
period1,196,908Interest paid32,060Income taxes
paid9,461Reference (example)Mergent Online. (2018).
Company A Retrieved January 21, 2018 from: (link to financial
statement here)
Company A Stock HistoryCompany A Name & Stock
SymbolLast 7 Business Day Stock Prices (most recent day listed
first)DateClose1/19/201891.541/18/201893.441/17/201894.881/
16/201894.311/15/201893.591/12/201893.961/11/201890.02Rat
e Of Return1.69
Regis, Kristin: Regis, Kristin:
Note that formula includes *100 which converts the result into a
percent. You may do this OR use the % Excel formatting key on
the toolbar."The stock had a 1.69 percent return over the period
January 11th through January 19th 2018."Reference
(example)Mergent Online. (2018). Company A Retrieved
January 21, 2018 from: (link to financial statement here)

16. FIN 320 Module Three Excel Assignment Rubric
This is the first of two Excel assignments you will complete in
this course. Before you get started, be sure to watch the
Mergent Online video (written
instructions can be found here). For this assignment, consider
the stock you own in your TDAU thinkorswim portfolio. Choose
one of the companies from your
portfolio and complete the following steps:
1. Financial Reports
For the company you have selected, find the most recent annual
balance sheet, annual income statement, and annual statement of
cash flows.
Copy each of these three reports to its own worksheet within a
single Excel file. The first worksheet should be titled 20XX
Balance Sheet; the second, 20XX
Income Statement; the third, 20XX Cash Flow. (Replace the XX
with the appropriate year.) The image below illustrates the way
the file should be set up.
2. Stock Prices
Create a fourth worksheet within the same Excel file for
historical stock prices. (You can name the worksheet Stock
Prices.)
Mergent Online written instructions to locate the stock prices
for your company for
the most recent seven days. In your Excel file, enter those
seven prices.
calculate the stock price’s rate of return over that seven-day
period. To do this,

17. 1. Subtract the stock price of the first day from the stock price
of the last day.
2. Divide this amount by the stock price from the first day.
3. Multiply by 100 to get the rate of return.
https://www.youtube.com/watch?v=FGcYg-WEt9g
http://snhu-
media.snhu.edu/files/course_repository/undergraduate/fin/fin32
0/fin320_mergent_online_instructions.pdf
http://snhu-
media.snhu.edu/files/course_repository/undergraduate/fin/fin32
0/fin320_mergent_online_instructions.pdf

18. 3. Professionalism
Format the data on all worksheets so that the file has a neat and
professional appearance.
4. References
At the bottom of each data tab in the spreadsheet, include a link
and a properly formatted citation referencing the location of the
data used.
Guidelines for Submission: Submit an Excel file that meets the
criteria described in the prompt. Citations should be formatted
according to APA style.
Critical Elements Proficient (100%) Needs Improvement (75%)
Not Evident (0%) Value
Financial Reports Includes annual balance sheet, annual income
statement, and annual statement of cash flows
for the company selected
Includes annual balance sheet, annual income
statement, and annual statement of cash flows
for the company selected, but submission is
incomplete or contains inaccuracies
Does not include annual balance sheet, annual
income statement, and annual statement of
cash flows for the company selected

19. 25
Stock Prices Accurately calculates the stock’s rate of return
over the seven-day period
Calculates the stock’s rate of return over the
seven-day period, but calculation contains
inaccuracies
Does not calculate the stock’s rate of return
over the seven-day period
45
Professionalism Formats data with a neat and professional
appearance
Formats data with a neat and professional
appearance, but contains some formatting
issues
Does not format data with a neat and
professional appearance
15
References Includes properly formatted APA-style citations
and links with no errors
Includes citations and links, but citations
contain some errors
Does not include properly formatted APA-style
citations or include citations and links with
major errors

20. 15
Earned Total 100%
FIN 320 Module Three Excel Assignment Rubric
Instructions
Scott Restaurant Company purchased a commercial freezer from
Big Refrigeration Company. The written contract between Scott
Restaurant Company and Big Refrigeration Company provided
that Scott Restaurant Company would pay Big Refrigeration
Company $5,000 for an Arctic Air commercial freezer and an
additional $1,000 for delivery and installation of the
commercial freezer. Write a case study that considers the
questions below.
Is this contract subject to Article 2 of the Uniform Commercial
Code (UCC)? Why, or why not? Does it make a difference if
Scott Restaurant Company or Big Refrigeration Company are
merchants? Why, or why not?
Next, consider that Big Refrigeration Company delivered an
Admiral Craft commercial freezer to Scott Restaurant Company
on the date the contract required but, before the freezer was
installed, a representative of Scott Restaurant Company
recognized that the freezer that was delivered was not the brand
that the contract specified.
Include responses to the questions below in your case study.
Did Big Refrigeration Company breach the contract?
Why, or why not?
If there was a breach of contract, what can Scott Restaurant
Company do about the breach of contract?
Your case study should be at least two pages in length and
include at least two outside sources. Be sure to use APA
formatting for all citations and references. Please note that no
abstract is needed.