A Contract is an arrangement whereby two or more parties enforceable by the law come together into a binding lawful agreement. A deal is said to be a contract when both parties agree to the terms of the agreement; for a contract to be formed there requires to be an offer, acceptance, consideration, and a mutual purpose to be bound. During contract formation, one party has to offer something the other party must accept the offer; offering shows willingness for certain condition to be met whereas an acceptance intensifies willingness to meet the conditions provided. It is recommendable that the party that accepts the offer to read the terms and conditions thoroughly and understand them well before agreeing because a contract is a legal agreement and agreeing to the terms and conditions means being reliable for everything described there.
According to Martin (2000), on wars against direct shipping of wines, he states that to control the distribution, consumption, and the alcoholic beverages three-tier system has been set by many states to ensure gangsters who run illegal liquor are eliminated as all the liquor must pass through three stages. The three stages are from the producer to the distributor or wholesaler then to the retailer with each regulated individually with none allowed to run more than one tier. Most countries like the United States have put on strict regulations about direct shipment mostly prohibiting the immediate shipment, and any act of direct transfer referred to as felony to their countries. For example in New York, no alcoholic beverage is shipped into the state from anywhere in the United States unless they are being sent to an authorized seller.
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During contract formation terms and conditions must be offered and accepted; Fine Spirits Imports is a corporation registered in Florida and located in Miami, it ordered a shipment of Wine online from Mont Gras Winery in Chile which cost $ 15,000 in total. The wine order was placed through the company’s website through electronic order form by Gus Garcia the owner of the Fine Spirits Imports; due to him being busy as he was replying to a message he accepted the terms and conditions without reading them. The terms of the contract stated that the buyer is liable for any loss which might occur after the goods are delivered to the purchaser. Both parties that are Fine Wine Spirits Imports and the Mont Gras Winery agreed to the terms of the contract, and the contract was set to start immediately; since both parties agreed on the contract, a contract was formed. First, Fine Wine Spirit through its own Gus Garcia accepted the terms offered by the Mont Gras Winery through agreeing to the terms through the website and this meant that the two parties entered into a contract. The Fine Wines Spirits needed the wine, and through this, there was a mutual purpose as to why they contract was formed while the Mont Gras Winery is the producer of the wines.
Smooth Sailing Shipping, a shipper was assigned to ship the wine and sent it on the agreed date, February 27 but delivered it to warehouse B instead of the allocated warehouse, E. Mont Gras was informed that the wine was delivered but did not take any further reaction assuming that the buyer will pick the goods. Garcia received an email but being busy he did not read it and waited for a week before taking any action; Garcia contacted the Bank to make payments for the goods, and the bank made the payment. Accidentally the payment was sent to the wrong account since Garcia’s assistant made a mistake while giving out the accounts detail and the money was sent to the Orange Company thus Mont Gras did not receive any payment of the wine.
When Garcia’s driver went to Port Miami to pick up the wine and went to warehouse E as directed he did not find the wine since the wine got delivered to the wrong warehouse; no one could locate the wine thus the wine stayed there at Port Miami for several weeks whereby the wine turned into vinegar. U.S customs later took charge of the wine remains and hired Sunshine State Movers, a government contractor to move the crates to storage. During the moving of containers by the employees of the Sunshine State Movers, one bottle with a defect split open, and one employee got injured to the extent that he had to undergo surgery.
When Mont Gras got informed by the U.S custom that the wine was spoiled and worthless, Mont Gras filed a suit against Garcia and Smooth Sailing Shipping, seeking payment of the damages and lost goods. Garcia who had contracts with several retailers sued both Mont Gras and Smooth Sailing Shipping for damages that are loss of sales to his retailers and lost profits. The Sunshine State Movers was not left behind as he is planning to file a case for his injuries. In this case, there are lots of losses and damages as at first the wine got spoilt and worthless and second the Sunshine employer got some injuries; everyone is blaming the other for the loss. According to (The Uniform Commercial Code-Sales-Special Treatment for Merchants, 1970), on the case of damaged goods, the Smooth Sailing is responsible because the company delivered the wine to the wrong warehouse thus the when the buyer came to collect his goods he did not find them. The Shipping company should be held liable for the loss and compensate both the Mont Gras and the Fine Wine Imports for their losses; because the contract was between two parties that, Mont Gras and Garcia the seller. Mont Gras is the one to incur the losses because the goods were not delivered to the buyer, Garcia and thus the buyer is not responsible for the loss of the goods, and he should be even compensated for the loss of profits he could have made.
A tort is a civil wrong that unfairly makes someone else suffer loss or harm resulting in legal liability for the person who suffers the tortuous act. Legal injuries are not limited to physical injuries but also include emotional, economic injuries, property violation, privacy violation or constitutional rights (Levine, 2000). The crates defect what caused the Sunshine employee injury; if the Mont Gras made sure that the crates were well put and lacked no fault the injury could not have happened thus Mont Gras is responsible for Sunshine employee injury. Mont Gras should pay the Sunshine State Movers employee for his injuries because the damage was caused due to a defect and it was the work of Mont Gras to ensure that all products were in good state. The employee of Sunshine Stated Movers should sue the Mont Gras for the injuries.
According to Sangman (2016), a bill of lading is important during any shipment; a bill of lading is a document issued by the carrier to acknowledge receipt of cargo for shipment, in the United States the bill of lading is used in any goods transportation. A bill of lading is negotiable and includes a final receipt which acknowledges that the goods have been loaded, terms of contract carriage, and it serves as a document of title to the goods. Bill of lading ensures that the sellers receive the payment and the buyers receive the goods. In this case study there is nowhere, we see that a bill of lading was given to the carrier during shipment of goods as this could have acted as evidence that the goods were given to the career to deliver to the buyer thus making the contract valid. The bill of lading is important as it could have got the carrier ensure that the good reaches the buyer.
Annotated Biography
Levine, J. R. (2000). The Federal Tort Claims Act: A Proposal for Institutional Reform . Columbia Law Review , (6). 1538.
Author Levine explains that someone, a plaintiff can place a tort liability to the court; this is because if the person got injured either due to the intention or negligence of the other, he/she could sue to be paid. This is acceptable, and the person who caused the other harm is reliable and should pay the other; for example, the Sunshine State Movers employee when performing his duties got injured, and the injury led to him having to undergo surgery. The cause of his injury was due to a defect on the wine crates which split causing him injury thus the defect was due to Mont Gras negligence because if the crate was incompleteness no damage could have been caused thus the Mont Gras should pay the employee for his injuries.
Martin, S. L. (2000). Wine Wars--Direct Shipment of Wine: The Twenty-First Amendment, The Commerce Clause, And Consumers' Rights. American Business Law Journal , 38 (1), 1.
This author discusses the new rules and regulation set by nations, for example, the United States whereby the sale of wines should pass through three stages that are from the producer to the distributor/wholesaler and then to the retailer. A party is not allowed to own more than one of these for example if you are a producer you cannot be the distributor; rules have also been set whereby use of license is used to make one able to sell the wine to a particular nation. These measures have been put into practice to ensure that the gangsters are eliminated and that pure wine is sold and passes through the right channels.
Sangman, K. & Jongho, K. (2016). The Legal Effect of the Unknown Clause in a Bill of Lading under the International Rules. North Carolina Journal of International Law & Commercial Regulation , 42 (1), 75-113.
Sangman advocates that in every shipment of goods it is important to ensure that there is a bill of lading because this acts as a prove that the goods were given to the carrier to deliver to the buyer and in the case of anything the carrier can be held responsible. Mont Gras should have ensured that a bill of lading was given to the buyer as this could have made everything easy because the Smooth Sailing Shipment could have made sure that the goods reached the owner as the bill of lading could have acted as evidence to all the transaction made.
The Uniform Commercial Code-Sales-Special Treatment for Merchants . (1970). American Business Law Journal , 7 (3), 219.
In this journal, Risk of loss is used to determine which party should bear the burden of risk for damage to goods after the sale has been completed, but before delivery occurs; before the buyer receives goods something wrong happens. In this case study, the goods got damaged and worthless before the buyer received them. If the seller had completed the delivery of wine, the buyer could be the one responsible for the damaged wine but because he had not the seller is in charge because the buyer had not yet taken possession of the goods.
