Good Faith And Fair Dealing Practices: A Legal Discussion Of The Uniform Commercial Law

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Legal Issues A legal discussion of the contractual breaches and their related legal elements will be examined in this section. Some of the legal issues surrounding the contractual breaches include, the legal implications of the Uniform Commercial Code (U.C.C.), the defendant’s engagement in and outputs contract while under a requirements contract with my company, the doctrine of estoppel, and the issues of good faith and fair dealing. The definitions and some of the legal implications of the implied and requirements contracts were discussed in the preceding sections. An implied contract is defined as a “contract that is established by the conduct of a party rather than by the party’s written or spoken words” (Kubasek, Brennan, & Browne, 2015, …show more content…

section 1-304, which states, “[e]very contract or duty within the [U.C.C.] imposes an obligation of good faith [and fair dealing] in its performance and enforcement” (U.C.C. § 1-304, 2012). The legal ramifications of a breach in good faith and fair dealing practices was exemplified in the Sons of Thunder, Inc. v. Borden, Inc. case of 1997. The defendant (Borden Inc.) breached its implied duty of good faith and fair dealing by curtailing its contract with the plaintiff. Based on these actions, the jury awarded the plaintiff compensatory damages of $412,000, which the plaintiff would have received if the contract had been fulfilled (Sons of Thunder, Inc. v. Borden, Inc., 1997). Subject to this case’s precedent, the breach of the implied duty of good faith and fair dealing within my contract would also constitute a remedy of compensatory damages from the defendant. Although the defendant may claim his son was not an authorized agent of the company during the contract’s signing; the doctrine of estoppel legally destroys the validity of this claim. The doctrine of estoppel within the Restatement (third) of Agency (2006) in §2.05 states, “A person who has not made a manifestation that an actor has authority as an agent and who is not otherwise liable as a party to a transaction purportedly done by the actor on that person 's account is subject to liability to a third party who justifiably is induced to make a detrimental change in position because the transaction is believed to be on the person 's account, if the person intentionally or carelessly caused such belief” (Restatement (third) of Agency, 2006, §2.05). According to section 2.05, the doctrine of estoppel stands as a reasonable defense for the contract’s validity because the carelessness of the defendant’s son led me to believe he was an authorized agent of

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