Supply Contracts: Rights of the Non-defaulting Seller or Buyer
by Patrick E. Mears
Barnes & Thornburg LLP; Grand Rapids, Mich.
One of the first tasks of counsel to a vendor or customer of a troubled supplier is to collect and analyze all documents evidencing the contract or contracts for the purchase and sale of the subject goods. These documents include requests for quotations, purchase orders, invoices and any amendments of those pieces of paper. Sometimes, correspondence exchanged between the parties will have the effect of modifying the contract terms. These documents are almost always prepared on the basis of preprinted forms that contained detailed terms and conditions printed on the reverse side of the form or on a separate sheet. Sometimes, certain basic terms in the parties’ documents conflict, in which case the conflict must be resolved with reference to §2-207 of the UCC or other applicable law. After these documents have been collected and reviewed, legal counsel to the vendor or customer of the troubled supplier should interview the persons employed by the client that were primarily responsible for maintaining the business relationship with the troubled supplier. Counsel conducting these interviews should address any ambiguities, conflicts or omissions in the contract documents and obtain factual background concerning the parties’ business relationship.
2006 Annual Spring Meeting Minutes
The UCC Committee convened on Saturday, April 22, 2006, at the Annual Spring Meeting in Washington, D.C. This was a joint session with the Unsecured Trade Creditors' Committee. Co-chair Gary Norton made a brief appeal for contributions of ideas and articles for the Lien on Me column of the ABI Journal.
The remainder of the meeting involved a panel discussion on bankruptcy issues that impact trade creditors in automotive cases.