Timber Sale Contract

The contract is subject to the Universal Commercial Code because it concerns the selling of the timber on the land not the real estate. It is contracting the sale of a commodity not the land. If it were the sale of the real estate it would be classified as a Common Law contract.

This is a bilateral contract because the contract is a promise for a promise. The contract offeror is proposing a contract to the offeree and expects a certain action from them. In this contract the promise is to exchange timber for the promise of payment. When these promises are exchanged, the contract forms legal obligations for both the promisor and the promisee.

This is an executory contract because the act of selling the timber has not taken place. The exchange of goods is executory, it has not been executed yet. The contract is not complete because the details have not been filled out and the contract signed. When the exchange of payment for the timber occurs the contract will be considered executed.

The contract is an Illusory promise because the details (of the contract have not been established. Neither the promisor or the promisee have made commitments to the contract or promised to perform any part of the contract. If the contract was signed it would then not be an illusory promise.

Statute of Frauds is the requirement of contracts to be in writing to be enforceable.

Modification of the contract can only happen when modifications are in writing, dated, signed and witnessed by the parties. Because this is a UCC contract modifications do not need new consideration.

This will be a formal contract when it is signed and an unconditional promise to pay a specific sum of money on demand or at a certain time to the holder of the instrument is made. This contract is a formal contract because it was created in a special form and a specific manner.

The Purchaser is taking on all liability for “personal injuries, death and/or property damage suffered in connection with the Purchaser’s performance of this contract”. The Purchaser must cover all damages that occur in connection to the harvesting of the timber. They must furnish insurance to protect against injuries or damages.

It can be assumed that this is a valid contract because the activity involves a legal sale of a commodity to the Purchaser.

There is consideration because the promisor has the potential to benefit monetarily from the sale of the timber, and there is a detriment to the promisee in the form of payment for the timber. The exceptions of consideration do not apply because there is no promise for love and affection, it does not involve an illegal activity, there is no past consideration, there is no pre-existing legal duty, and this is not an agreement to modify an original contract.

The Exculpatory Clause is that “any liability for damage, destruction, or restoration of private of public improvements occasioned by or in the exercise of this contract shall be sole responsibility of the Purchaser”. This releases the seller from any liability after the sale of the property.

The Material terms in the contract include the subject matter, price, quantity, quality, and parties. This contract does not have material terms because it is not filled out. These have been left blank and will be determined

Alternative Dispute Resolution is addressed in the contract: “In case of dispute over the terms of this contract, final decision shall rest with a reputable person mutually agreed upon by parties to this contract…” It provides an alternative to going to court to settle disagreements; the mediation will be decided among an independent third party chosen by the contracted parties. This resolution will take place out of court and attempt to resolve conflict.

The Title refers to the documentation of ownership of the timber. There is no discussion of the exchange of the title in the contract. There should be an exchange of title from the seller to the Purchaser so they legal own the timber on the land as outlined in the contract.

Mackenzie Ott, Fred Myrtle, Bridget O’Connor, Casey Wilkins, Kyle Sullivan, Steven Chatwood, Alyssa Perry