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I know this might seem like a fringe topic, but it seems to be the subject of an issue spotter for my professor every year. In a franchise agreement or custom software design case, who is the buyer? Who is the seller? How do I talk about expectation and cover? Maybe this is straight-forward for some people, but I'm seriously confused as to how I apply correct terminology, and what UCC provisions apply, particularly to damages?

Example: P contracts with D to open up a franchise, after a year of smooth running, D rescinds the franchise for plausible yet debatable reasons. What might the damages be?

Cupidity wrote:I know this might seem like a fringe topic, but it seems to be the subject of an issue spotter for my professor every year. In a franchise agreement or custom software design case, who is the buyer? Who is the seller? How do I talk about expectation and cover? Maybe this is straight-forward for some people, but I'm seriously confused as to how I apply correct terminology, and what UCC provisions apply, particularly to damages?

Example: P contracts with D to open up a franchise, after a year of smooth running, D rescinds the franchise for plausible yet debatable reasons. What might the damages be?

just do reliance bro.

Franchisees are afforded a reasonable amount of time to avail themselves of expenditures in setting up shop. Expectation damages might be reasonable, if P can prove that the K was for more time (like a 5-yr franchise or something), but the problem here is that it's treated like at-will employment & moving expenses - the franchise is terminable at will but the franchisee can recover its 'moving expenses' - its setup costs. Difficult to get expectation here though.

I am unsure as to why the UCC would apply..

Apply by analogy under Zapatha (i think thats the case name).

Cupidity wrote:I know this might seem like a fringe topic, but it seems to be the subject of an issue spotter for my professor every year. In a franchise agreement or custom software design case, who is the buyer? Who is the seller? How do I talk about expectation and cover? Maybe this is straight-forward for some people, but I'm seriously confused as to how I apply correct terminology, and what UCC provisions apply, particularly to damages?

Example: P contracts with D to open up a franchise, after a year of smooth running, D rescinds the franchise for plausible yet debatable reasons. What might the damages be?

franchisor and franchisee = your language