Class,

In this situation between Lucetta and Baking World, there is definitely a valid contract. A contract exists when there is an offer, acceptance, consideration, capacity, and legality. Lucetta made an offer by ordering 20 pounds of flour at five dollars per pound. Baking World accepted by agreeing to ship the flour. The price per pound counts as consideration because both parties are exchanging something of value. There is nothing in the facts to suggest either party lacked capacity or that the subject of the contract is illegal, so all elements are present.

Now if Baking World only ships 10 pounds of flour instead of 20, things get a little tricky. The contract is still valid, but Baking World would be in partial breach. Lucetta has the right to either accept the 10 pounds and demand the rest or reject the incomplete delivery and hold Baking World in breach. Under the Uniform Commercial Code, which governs the sale of goods, the buyer can reject a non-conforming tender unless the seller cures it within the contract time.

If Baking World ships cornmeal instead of flour, that definitely changes things. Cornmeal is not a substitute for flour in a legal sense unless the contract allows for it, which it does not in this case. This would be a clear breach of contract. Lucetta did not agree to buy cornmeal, so sending it would be delivering the wrong goods.

If they send cornmeal with a note saying they are out of flour but hope cornmeal will do, it is still a breach. It does not matter if the substitution is well-intentioned. The seller has a legal obligation to deliver the exact goods specified in the contract. The fact that they tried to explain the situation does not excuse the breach.

The damages in this case would depend on the market price of flour at the time. If Lucetta has to buy 20 pounds of flour elsewhere at a higher price, Baking World may have to cover that difference. Remedies could include rejecting the shipment, seeking a refund, suing for the cost difference, or even canceling the contract altogether.

At the end of the day, contracts are about holding both sides to what they agreed to. Substituting products, delivering late, or only partially fulfilling an order puts one party at a disadvantage, and the law gives the other side options to make things right.

Luis

Respond to Luis your classmate post and if you agree with his analysi, why or why not.