Can someone help me with Business Law? Regarding contracts?

Question

Which is the correct answer?
Ralph Co. enters into an agreement to sell 500 computers to Buyer. Ralph Co. decides that it cannot fulfill its contract so it transfers all its rights and duties under the contract to George Co.:
a) The contract is unenforceable because this type of contract can't be assigned
b) The contract is unenforceable because there hasn't been a novation
c) This is an assignment of rights and delegation of duties
d) none of the above

Answer 1

The answer is c) because there was an assignment of rights and delegation of duties from RalpH Co. to George Co. since the former cannot do its duty.

Answer 2

Oh boy. More bar prep.

Applicable Law: The UCC governs contracts for the sale of goods (movable tangible items). Computers are goods, being movable and tangible at time of sale. Therefore UCC controls. The contract may also include services, in the form of configuration or installation of the computers. However, these are secondary to the basis of the bargain (providing computers) and thus would still fall within the UCC.

Formation: Per the facts, there was an agreement, meaning mutual assent, offer and acceptance. The facts also state the agreement was to 'sell' computers, which implies consideration in the form of money or promises of money in bargained-for-exchange for computers. Under the UCC, only the quantity term is required, with all other terms being able to be supplied through UCC gap fillers. There are sufficiently definite terms, mutual assent and consideration. The contract is valid.

Assignment and Delegation: The law favors assignment and delegation absent specific language in the contract voiding such purported transfers. No such language appears in the fact pattern. Neither assignment of rights nor delegation of duties requires additional consideration, though delegation does require acceptance by the new participant (delegatee).

Rights can generally always be assigned, unless the receipt of service were too personal. Here, the receipt from Buyer is most likely money, which is not too personal to assign. Thus, the assignment of rights if valid.

Duties may also generally be delegated, unless the services provided were too personal, or where the original duty-holder had special skill and knowledge such that performance was unique or a substitution (delegation) would materially increase the risk to the other party. Nothing in the facts indicates whether any of these factors apply.

Here, the duties could be delegated, provided that George Co accepts the delegation, and provided that George Co has comparable skill and ability to perform the contract without substantially increasing the risk to Buyer or altering the performance to be received by Buyer. These facts would need to be shown if the delegation of duties were challenged, with the burden of proof on Buyer to show that George Co could not comparably perform or that any services to be rendered were too personal.

The answer is thus either A or C, depending upon the factors listed above.

B is incorrect because a novation is not required. A novation is where a new contract is formed, substituting the new parties and relieving all obligations of the former (now absent) parties. D is not correct because either A or C would be correct, based on the factors above not contained in the facts.

Answer 3

I think its the option No. (b). becoz Novation is a term used in contract law and business law to describe the act of either replacing an obligation to perform with a new obligation, or replacing a party to an agreement with a new party. A novation must be agreed upon by all original parties to the original agreement. In my view this should be the nearest possible explanation to my choice of the option(b).

Answer 4

there was no novation unless agreed upon by both companies and it is not mentioned that the buyer agreed to have the contract transferd so i would say b