Exam 19: A: The Formation of Sales and Lease Contracts

Fact Pattern 19-B1 Fruits & Vegetables,Inc. ,and Grover's Market enter into a contract for the delivery of locally grown produce.The parties use a standard Fruits & Vegetables form that contains some of the terms the parties agree on but not others.Some of the produce spoils before it can be sold.Grover's refuses to pay for the spoiled goods. -Refer to Fact Pattern 19-B1.Fruits & Vegetables files a suit against Grover's,claiming that the buyer assumed the risk of the spoilage of the unsold produce.The court may allow evidence of this term if it finds that the parties' contract is

Secure Courier,Inc. ,has a requirements contract with Petro Distribution Corporation that obligates Petro to supply Secure with all the gasoline it needs for its delivery vehicles for one year at $2.30 per gallon.A clause inserted in small print in the contract by Secure,and not noticed by Petro,states,"The buyer reserves the right to reject any shipment for any reason without liability." For six months,Secure orders and Petro delivers under the contract without any controversy.Then,because of a war in the Middle East,the price of gasoline to Petro increases substantially.Petro tells Secure it cannot possibly fulfill their contract unless Secure agrees to pay $2.50 per gallon.Secure,in need of the gasoline,agrees in writing to modify the contract.Later that month,Secure learns it can buy gasoline at $2.40 per gallon from Refined Oil Company.Secure refuses delivery of its most recent order from Petro,claiming,first that the contract allows it to do so without liability,and second,that it is required to pay only $2.30 per gallon if it accepts the delivery.Discuss Secure's contentions.