Legal Question in Business Law in New York

RAD! Robots, Inc. (hereinafter known as “RAD”) manufactures (patented) 3-D printers. They cost $60,000.00 each. They also sell 5-lb. containers of plastic resin and cartridges of bonding agent to use in the printers, which actually MAKE objects.

AND they create and sell the patented software that makes the printer “spit out” each of the objects that it can create… ones all the time. They also work on a license basis with developers, who create more “object instructions.”

Rad’s design-and-manufacturing facility is in Sharon Springs, New York. It trucks its printers an hour to Albany, where they can travel air freight, or by rail, or further by truck, as necessary. But they are thinking they need to buy a piece of property just north of Albany, close to Route 787, for another plant that will be closer to transportation.

Rad has found a new supplier of amorphous thermoplastic polyetherimide (PEI) resins. It is in Saudi Arabia, called ResinCo, and it has a very streamlined purchasing process on its website for standard orders. You just create an account for your company, with company name, company mailing address, company shipping delivery address, telephone, email, and name of person in charge of ordering, receiving, and paying (the PICORP). The PICORP (you are the PICORP) has to select a password/PIN to use in the order process. Then you click through their products until you find the resin that you want, indicate the quantity you want to order, the way you want it shipped, and the date you want it shipped. Then you put it in your Shopping Cart, and check out. During the checkout process, which is a bit different from retail, the PICORP has to put in his/her password/PIN to submit the order. ResinCo emails back, saying what amount of resin they can ship, by what mode, by what date, together with a confirmation number. If you, the PICORP, feel that that will meet your company’s requirements, you type the confirmation number and your password/PIN into the special Reply box, and ResinCo sends you all the information you will need to transfer funds using the SWIFT messaging system, from your bank to theirs. Then, before close of banking day on the day before the resin is to be shipped, you go to your bank and do the paperwork necessary to transfer the funds. (Usually you order a half-container of resin at a time, and it costs about $20,000.00.)

A. Assume that this transaction is subject to Uniform Commercial Code Article 2 (which you will find in the Appendix in your text book).

1. Is there a valid offer? If so, specify what constitutes the offer, and how it meets the requirements. If not, say why not.

2. Is there a valid acceptance? If so, specify. If not, say why not.

3. Assuming for a moment that there is a contract, whether or not there actually is, does it need to be in writing to be enforceable? If so, why? If not, why not?

4. IF there is a contract, and IF it needs to be in writing, would the things that went back and forth in the above scenario fulfill the requirement? Be specific.

Asked on 3/10/13, 9:53 am

1 Answer from Attorneys

Kristen Browde Browde Law, P.C.

Every year at exam time someone posts their test question. Every year at exam time someone posts the same response: cheating on tests is an indicator that you should consider another profession.

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Answered on 3/10/13, 12:54 pm

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