The Basics Of Commercial Contracting

A special two day program on the foundations of commercial contracting and on the contents and practical, daily impact of the Uniform Commercial Code.

If you are in business in any capacity relating to buying or selling - sales executive, marketing representative, purchasing agent, material manager, contract administrator - or if you render legal or accounting services - this course is essential.

Perhaps the greatest virtue and challenge of doing business in this country is that the United States is a big market—50 states, each with its own set of laws. But, commercial dealings are interstate, crisscrossing the borders. Hence, the Uniform Commercial Code (the UCC)-adopted by most States to assure that we're all playing by the same set of rules.

Perhaps the most significant portion of the UCC is that which has to do with the heart of business: buying and selling. It tells you what you can do and what you can't; what your rights are and what risks you run; how to structure your transactions and how to avoid disadvantageous consequences. Indeed, if thoroughly studied and understood—and applied with practical sense—the UCC is a commercial contracting roadmap by which your operations can be advanced and protected.

If you are in business in any capacity related to buying or selling—sales executive, marketing representative, purchasing agent, material manager, contract administrator—or if you render legal or accounting services, knowing the UCC is essential.

Providing that opportunity is the purpose of this special program: Two days of immersion in the key practical and legal principles applicable to business dealings—conducted by an expert Course Director. In addition to concentrated lectures, attendees will receive a comprehensive course Manual for use during the program and after the course has been completed as a desk reference on commercial contracting and the Uniform Commercial Code.

The Basics Of Commercial Contracting Course Curriculum

FOUNDATIONS
1. Essential Contract Elements
  1. Contract Offer
  2. Contract Acceptance
  3. Lawful Purpose
  4. Required Definiteness
  5. Capacity of Parties
  6. Consideration (No Free Rides)
  7. Mutual Obligations
2. Law Principles
  1. Absence of UCC
  2. Applicability Under UCC
3. Types of Contracts
  1. Parties Involved
  2. Nature of Work
  3. Form of Payment
  4. Special Nature
4. Who Can Do What
  1. The Problem of "Authority"
  2. Employees
  3. Agents
  4. Independent Contractors
  5. Actual Authority
  6. Incidental Authority
  7. Apparent Authority
  8. Authority by Ratification
  9. Principal's Liability
  10. Agent's Liability
  11. Termination of Authority
  UCC FUNDAMENTALS
5. Origins of the Code
  1. State Law Diversity
  2. Conflict of Laws
  3. Early Uniform Laws
  4. The Uniform Commercial Code
  5. UCC Applicability
6. Basic UCC Concepts
  1. Facilitation of Commerce
  2. UCC Flexibility
  3. Avoiding the UCC
  4. "Good Faith" Requirement
  5. Bar to Unconscionability
  6. The "Merchant" Class
  7. The Element of "Time"
7. Coverage of Sales
  1. UCC Article 2
  2. "Sale" of "Goods" Coverage
  3. Transactions Not Covered
  WHAT MAKES A CONTRACT?
8. General Standards
  1. What's a "Contract"?
  2. Intent to Contract
  3. Finding Agreement
9. Must Contract Be Written?
  1. "Statute of Frauds"
  2. Writing Required
  3. What is a "Writing"?
  4. Writing Not Required
10. Offer to Contract
  1. Oral or Written
  2. Specifying Acceptance
  3. Unspecific/Incomplete
  4. With Unacceptable Terms
  5. Revocable Before Acceptance
  6. "Firm" Offers
11. Accepting the Offer
  1. Formal and Proper
  2. Varying Required Forms
  3. Starting Work
  4. Shipping Goods
12. Battle of the Forms
  1. The Problem
  2. Standard Contract Rule
  3. Special UCC Provisions
  4. What's in the Contract?
  5. Effect of Conduct
13. Modifying the Contract
  1. Written/Oral Modification
  2. Without Consideration
  3. Waiver
  WHAT DOES IT MEAN?
14. Interpreting the Contract
  1. Plain Meaning of Words
  2. Resolving Ambiguities
  3. Course of Performance
  4. Course of Dealing
  5. Usage of Trade
  6. Varying Written Terms
  7. Filling the Gaps
  PROBLEMS DURING PERFORMANCE
15. Ownership of Goods
  1. Possession
  2. Title
  3. Transfer of Title
  4. Identification of Goods
  5. Good Faith Purchasers
  6. Creditors' Rights
16. Risk of Loss
  1. Where Contract Breached
  2. No Contract Breach
  3. Sale on Approval
  4. Consignment Sale
  5. Sale or Return
17. Impossibility of Performance
  1. Casualty to Goods
  2. Unrealized Assumptions
  3. Buyer's Options
18. Anticipatory Repudiation
  1. How It Occurs
  2. Options and Remedies
  3. Retracting Repudiation
  4. Effect of Retraction
19. Assurance of Performance
  1. When and How Demanded
  2. Providing Assurance
  3. Failure to Assure
  4. Results
20. Changing the Players
  1. Delegating Performance
  2. When allowed
  3. Prohibitive clauses
  4. Effects
  5. Rights and Disputes
  FINISHING UP
21. Delivering the Goods
  1. When Contract Is Silent
  2. Shipment Contracts
  3. Character of Delivery
22. Acceptance & Rejection
  1. Buyer's Inspection Rights
  2. Inspections Expenses
  3. Rejection of Goods
  4. After Rejection
    1. Buyer's duties
    2. Buyer's salvage
    3. Waiver of objections
  5. Acceptance of Goods
23. Payment
  1. Cash
  2. Letter of Credit
  3. Check
  4. Before Acceptance
  5. Extending Credit
  UCC WARRANTIES
24. Express Warranties
  1. Affirmation and Promise
  2. Description
  3. Sample
  4. Puffing and Opinion
  5. Clauses
  6. Remedies for Breach
25. Implied Warranties
  1. Types
    1. Merchantability
    2. Fitness for purposes
  2. Exclusion of Warranties
    1. Disclaimers/"As Is"
    2. Merchantbility exclusion
    3. Fitness exclusion
  3. Remedies for Breach
26. Special Considerations
  1. Cumulation of Warranties
  2. Conflict of Warranties
  3. Liability to Third Persons
  4. Federal Warranty Act
  NON-CONTRACT LIABILITY
27. Tort Liability
  1. General Principles
  2. Unintentional Injury
  3. Negligence
  4. The Reasonable Man
  5. Assumption of Risk
  6. Chain of Liability
28. Strict Liability Doctrine
  1. General Concepts
  2. Necessary Elements
  3. Who's Liable
  4. Defenses
  TROUBLE & CURE
29. Breach of Contract
  1. Types
  2. By Buyer
  3. By Seller
30. General Considerations
  1. Statute of Limitations
  2. Modification of Remedies
  3. Liquidated Damages
  4. Remedies for Fund
  5. Effect of "Cancellation"
  6. Installment Contracts
31. Seller's Remedies
  1. Incidental Damages
  2. Stoppage of Delivery
  3. Resale of Goods
  4. Non-Acceptance Damages
  5. Recovery of Price
  6. Cancellation
32. Buyer's Remedies
  1. When to Reject
  2. Deduction of Damages
  3. Incidental Damages
  4. Consequential Damages
  5. "Cover"
  6. Non-Delivery Damages
  7. Damages for Accepted Goods
  8. Specific Performance
  GOVERNMENT CONTRACTING
33. Government Prime Contracts
  1. Federal Law
  2. UCC Application
34. Subcontractors Under Government Primes
  1. When UCC Applies
  2. Prevailing Federal Law

The Course Director

Brian A. Darst is Of Counsel with the firm of Odin, Feldman & Pittleman in Fairfax. Virginia, specializing in legal matters involving government and commercial contract law. He has extensive experience in the areas of bid protests, claims preparation and litigation, internal investigations, voluntary disclosures, procurement fraud investigations, various contract formation and administration issues, suspension and debarment proceedings, matters related to Small Business Administration, and other issues involving the award and administration of federal and state government contracts. Mr. Darst's practice also includes assisting clients with matters related to the sale and acquisition of firms involved in government contracting, software licensing issues, and other corporate governance matters.

Mr. Darst has successfully represented numerous corporate clients before the United States Government Accountability Office, various Boards of Contract Appeals, the Small Business Administration, the Federal Aviation Administration, District Courts and the United States Court of Federal Claims.

Mr. Darst is admitted to practice in the District of Columbia, Virginia, and West Virginia. He is admitted to practice before the United States Supreme Court, the United States Court of Federal Claims, the Court of Appeals for the Fourth Circuit, and the United States District courts for the Eastern District of Virginia and the southern District of West Virginia.

Mr. Darst earned his B.A. from Marshall University and his J.D. from West Virginia University. After graduating from law school, Mr. Darst worked as an attorney with the United States Navy's Office of General Counsel and represented the Navy in matters involving the acquisition and administration of service and supply contracts for the Naval Sea Systems Command.