Business Law 16th Edition by Jane Mallor,James Barnes ,Arlen Langvardt,Jamie Darin Prenkert,Martin McCrory

تمرين 10

Hanson Staple Co. and Ole Mexican Foods entered into a contract for the sale of specially manufactured packaging from Hanson to Ole. Hanson then received an e-mail from Ole canceling its purchase order. Alleging that Ole had failed to purchase more than $300,000 worth of the specially manufactured packaging Hanson had produced, Hanson sued Ole for breach of contract. Hanson claimed that because the packaging was customized for Ole, it was not suitable for resale to anyone else. Ole counterclaimed, contending that Hanson had breached the contract by shipping a defective product. Later, Hanson executives and Ole executives negotiated a handwritten "agreement reached in settlement." This agreement provided in part that Ole would "purchase a minimum of $130,000 worth of current inventory" from Hanson and that Ole would "test the remainder of the inventory and... purchase additional inventory if it meets quality expectations." Hanson filed a motion to enforce the settlement agreement, alleging that Ole had refused to perform. The Georgia trial court ordered Ole to purchase the inventory alluded to in the settlement agreement and held that the purchases would be governed by the Uniform Commercial Code. The court also stated that Ole retained the right to reject the inventory under the UCC if the inventory did not meet the standards of UCC warranties. Hanson appealed to Georgia's intermediate court of appeals. That court reversed after concluding that the trial court erred in applying the UCC to the parties' settlement agreement. Ole appealed to the Supreme Court of Georgia. How did the Supreme Court rule? Was the trial court correct in concluding that the UCC controlled the settlement agreement, or was the intermediate appellate court correct in concluding that the UCC did not apply?