Indeed, under the chapter 11 definition, a contract is a promise or set of promises between two agreeing parties. The contract needs to be agreed by both parties, with an exchangeable trade, services, or money as the central focus. In short, a contract needs to have something of value to be exchanged or considered legitimate, and both parties need to agree to it, therefore demonstrating their acceptance of the responsibility. Once the contract is set, it becomes legally binding for both parties and oversees them fulfilling their duties. It is legally recognised and therefore punishable by the law in case of a breach. It regulates the process in which both parties interact by creating an agreement that both parties find beneficial. The breach of a contract can lead to heavy consequences for the either party, but there is a definitive difference between the way the Uniform Commercial Code (UCC) and the common law treat the concept of a contract. Overall, the common law is far stricter about the contract signing than the UCC.
The clearest distinction between the common law and that the UCC was originally implemented to regulate and standardize the contract laws across the USA when it comes to trading tangible goods, whether it is items, tools, produce, and others. The UCC is commonly observed within the USA borders, while the common law is a concept that is used worldwide. Another distinction is that while UCC applies to tangible goods and items, the common law can also cover non-physical services and offers, such as patents, employment contracts, services, and more (Liebmann, 2017). The common law differs in its requirements and definitions from the in several other ways. While UCC does not require the contract to include factors such as nature of work, price, and quantity, as well as good faith modifications, the common law does. The UCC makes an offer irrevocable if written and allows contract discharge only in case of impracticability. The common law allows for a contract to be discharged if one of the parties dies or the contract’ subject is completely destroyed.
The UCC supports some forms of buyer security that the common law doesn’t: a buyer can demand a specific level of contract performance and is eligible for damage compensation in case of the seller repudiating the contract. While the common law does not permit punitive measures in case of a fraud, the UCC offers a title to the buyer if the offer was a fraud. A buyer can reject the offer within a reasonable time if the traded goods do not follow the established standards in a way that decreases their value. Because the UCC’s roots, it is understandable why it provides additional protection when it comes to the trading process, as it is rooted in standardizing the tangible good trade across the USA.
When taking into account the Tucker Act and the contract obligations, the court’s decision becomes apparent. The agreement covered the main factors: software and data transfer, the monetary compensation, and the prototype delivery, all of which were followed by the Transcom party. While some elements were overlooked, such as the “cost sharing” part not written in the binding agreement, the contract negotiations were not broken. The compensation was done, the contract was followed, and the court’s decision to dismiss the case was reasonable.
Reference
Liebmann, G. W. (2017). The common law tradition: A collective portrait of five legal scholars. Routledge.