| Course | BUS 307 Business Law II |
|---|---|
| Module | Module 5 |
| Paper type | undergraduate assignment applying UCC Article 2 to a sale of goods |
| Length | About 1,040 words, 6 pages |
| Format | APA 7 student paper |
| School | Southern New Hampshire University |
| Program | BS Business Administration |
| Updated | October 2026 |
Free sample paper for BUS 307 Module 5
UCC Article 2 Analysis of the Clover Honey Sale
[Student Name]
Southern New Hampshire University
BUS 307: Business Law II
Module Five Assignment
[Instructor Name]
[Date]
The organization, setting and figures below are a composite written as a model document. No real employer, client, colleague or patient is described.
UCC Article 2 Analysis of the Clover Honey Sale
Introduction
In July 2025, a Minnesota honey packer sent the business a purchase order for eighty 55-gallon drums of white clover honey at $2.35 a pound, for delivery by September 30. The order stated that honey must not exceed 18.0 percent moisture, that the packer would test every drum for moisture and adulteration on arrival and could reject any drum that failed, and that Minnesota courts would hear any dispute. The business replied with its standard acknowledgment form confirming quantity, price and delivery date. Its form stated that the business gave no warranties beyond the honey's description, that any dispute would be arbitrated in North Dakota, and that acceptance was "subject to the terms on this form." Eighty drums were delivered on September 12. Six tested at 18.6 percent moisture, and the packer rejected them. This paper works through the deal step by step under the Code rules for selling goods.
Does Article 2 Apply?
Article 2 governs transactions in goods, which are things movable at the time of the contract. Honey in drums is a good, so Article 2 applies rather than common law contract rules. Both parties are merchants: the business regularly sells honey in bulk, and the packer regularly buys and processes it. Several Article 2 rules depend on merchant status, including the treatment of additional terms and the implied warranty of merchantability (Mallor et al., 2022).
Formation
The packer's purchase order was an offer. Under the common law mirror image rule, the business's acknowledgment, with different terms, would have been a counteroffer. Article 2 changed that. Section 2-207 lets a clear, timely reply close the deal even when it adds or changes terms, unless the reply says outright that it accepts only if the other side agrees to those new terms. The phrase "subject to the terms on this form" is not the express, conditional language courts require; it does not say the business would not be bound unless the packer agreed. One federal appeals court refused to treat boilerplate on a form as making acceptance conditional, stressing that the parties' conduct showed they meant to deal (Step-Saver Data Systems, Inc. v. Wyse Technology, 1991). Here, both sides performed. A contract formed when the acknowledgment was sent.
Which Terms Govern
The business's form contained two terms the packer's order did not: the warranty disclaimer and North Dakota arbitration. When both sides are merchants, an added term joins the deal automatically unless one of three things is true: the offer said only its own terms would do, the new term would change the bargain in a significant way, or the offeror objects. A disclaimer of implied warranties is generally treated as a material alteration, because it would surprise or burden the buyer, so it drops out. The arbitration and forum clauses conflict directly with the packer's Minnesota courts clause. Courts disagree on conflicting terms; the majority treat them as knocking each other out, leaving the Code's default rules, while a minority apply the offeror's term. White et al. (2010) describe the knockout approach as the more common one. Under it, neither forum clause governs. The packer's testing and moisture requirements were part of its offer and were not contradicted, so they are part of the contract.
Conformity and Rejection
The contract required moisture no higher than 18.0 percent. Six drums tested at 18.6 percent, so they do not conform. Under the perfect tender rule, a buyer may reject goods that fail to conform in any respect. Because this was a single delivery rather than an installment contract, the packer could reject the six drums while accepting the seventy-four that conformed, which the Code permits for commercial units. The packer gave notice of rejection the day after testing, which is within a reasonable time, and it must hold the drums with reasonable care for the seller's instructions.
Cure
Because the delivery deadline was September 30 and the drums arrived on September 12, the seller still has time to cure. Under section 2-508, when the time for performance has not expired, a seller who notifies the buyer of its intention to cure may make a conforming delivery within the contract time. The business has six drums of lower-moisture honey in storage from a later extraction and can deliver them by September 25. If it does, the packer must accept them, and the dispute ends.
Warranties
Because the disclaimer dropped out, the implied warranty of merchantability applies: honey sold by a merchant must be fit for its ordinary purpose and pass without objection in the trade. Honey much above 18 percent moisture is prone to ferment, so the wet drums would likely breach this warranty as well as the express moisture term. The express description, white clover honey, is also a warranty that the goods will conform to it.
Remedies
If the business fails to cure, the packer may cover by buying substitute honey and recover any amount by which the cover price exceeds the contract price, plus incidental costs such as testing and storage. The business, for its part, is entitled to the price of the seventy-four accepted drums, about $91,000, and can resell the six rejected drums, perhaps to a baker who can use higher-moisture honey at a discount.
Summary of conclusions
| Question | Conclusion | Rule |
|---|---|---|
| Contract formed? | Yes, on the acknowledgment | Section 2-207, acceptance not expressly conditional |
| Warranty disclaimer | Not part of the contract | Material alteration between merchants |
| Forum clauses | Knock each other out | Majority approach to different terms |
| Moisture limit and testing | Part of the contract | Terms of the offer |
| Rejection of six drums | Proper | Perfect tender, commercial units |
| Cure | Available until September 30 | Section 2-508 |
Conclusion
A contract formed despite the mismatched forms. The packer's moisture and testing terms govern, the business's disclaimer does not, and neither forum clause applies. The packer properly rejected the six wet drums, but the business can cure by delivering conforming drums before the deadline. In future, the business should use a form that states clearly when its own terms are a condition of acceptance and should test moisture before shipping. A refractometer reading on each drum at loading would have caught the six wet drums for a few dollars of staff time.
References
Mallor, J. P., Barnes, A. J., Bowers, L. T., & Langvardt, A. W. (2022). Business law: The ethical, global, and e-commerce environment (18th ed.). McGraw-Hill Education.
Step-Saver Data Systems, Inc. v. Wyse Technology, 939 F.2d 91 (3d Cir. 1991).
White, J. J., Summers, R. S., & Hillman, R. A. (2010). Uniform commercial code (6th ed.). West.
What the BUS 307 Module 5 instructions ask for
The Module Five assignment in BUS 307 asks you to apply Article 2 of the Uniform Commercial Code to a sale of goods. Typical questions include whether a contract formed despite differing forms, which terms govern, whether goods conform, whether the buyer may reject or revoke acceptance, whether the seller may cure, what warranties apply and what remedies each side has. Strong submissions first confirm that Article 2 applies, then work through the relevant sections in order, noting where the parties are merchants, since several rules differ for merchants. They also distinguish the majority and minority approaches where courts disagree.
How this BUS 307 Module 5 sales contracts assignment example is built
The paper confirms that honey is a good and both parties are merchants. It finds a contract formed when the seller sent its acknowledgment, even though the forms differed. Under the battle-of-the-forms rule, the seller's warranty disclaimer is a material alteration that drops out, and the conflicting choice-of-forum terms cancel each other under the majority approach, leaving the Code's defaults. The packer's testing and 18 percent moisture limit were in its offer and became part of the contract. Six of eighty drums tested at 18.6 percent, so the packer could reject them, but the seller has a right to cure by delivering conforming drums before the delivery deadline. The implied warranty of merchantability also applies.
Where the BUS 307 Module 5 rubric puts the points
The rubric for this assignment usually weighs confirmation that Article 2 applies, formation analysis, application of the battle-of-the-forms rule, conformity and rejection, cure, warranties, remedies and writing. Strong papers treat the parties' merchant status as decisive where it matters, explain why a disclaimer or forum clause survives or falls out, distinguish the perfect tender rule from installment contracts and identify the timing that governs cure. Papers lose credit for analyzing the sale under common law contract rules, for treating the last form sent as automatically controlling, for skipping cure and for ignoring implied warranties. A summary table of each question, its answer and the governing section helps graders follow the analysis.
BUS 307 Module 5 help: the mistakes that cost points
Battle-of-the-forms questions are easiest when taken step by step. First ask whether the acceptance was conditional on the offeror agreeing to new terms; if not, a contract formed. Then sort the terms: additional terms between merchants become part of the contract unless they materially alter it or the offeror objects, while different terms are handled differently by different courts, most often by knocking both out. After formation, check conformity against the contract's terms, the buyer's rights to reject and the seller's right to cure. Keep track of dates, since cure depends on time remaining. End with what the business should change in its own forms, since the lesson of most battle-of-the-forms cases is prevention.
Get BUS 307 Module 5 written to your instructions
Send the BUS 307 Module 5 assignment and the transaction details. The paper will decide formation and terms under the Code, test conformity, rejection and cure, and set out warranties and remedies. About two days; a first paper is free. The paper above is an original model document written by our desk, not a submitted student paper and not an official Southern New Hampshire University document.
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BUS 307 Module 5 questions, answered
Where can I find a free BUS 307 Module 5 Sales Contracts sample?
This page includes a complete BUS 307 Module 5 analysis of a bulk honey sale under UCC Article 2.
What is the battle of the forms?
A dispute over which terms govern when a buyer and seller exchange forms with different terms; UCC section 2-207 lets a contract form despite the differences and sets rules for which terms survive.
What is the perfect tender rule?
The UCC rule that a buyer may reject goods if they fail to conform to the contract in any respect, subject to exceptions such as installment contracts and the seller's right to cure.
What is the seller's right to cure?
The right of a seller whose goods were rejected to deliver conforming goods, generally within the time for performance or a reasonable further time in some circumstances.
What is the implied warranty of merchantability?
A warranty, implied in sales by merchants who deal in goods of the kind, that the goods are fit for their ordinary purposes and pass without objection in the trade.