On October 10, Vesta Electronics (VE) contracted with Zap Audio (ZA) to sell ZA 200 of the VEs best 18-inch speakers. The contract clearly stated that the speakers would be shipped F.O.B. sellers loading dock. The contract was silent as to when the risk of loss of loss on the speakers would pass to ZA. (Each speaker had a cost of $325 to ZA)

The contract provided that delivery of the speakers to ZA MUST be completed by no later than November 10. ZA wanted the speakers for their annual Black Friday sale after Thanksgiving Day and the November 10 deadline would allow ZA to inventory the speakers, and get them to their various stores in time for the big sale.

On October 18, VE identified 100 of the 18-inch speakers to be shipped to ZA and the speakers were then moved to VEs loading dock for pickup by a common carrier later that day. Unfortunately, a group of misguided teenagers thought it would be funny to set fire to the trash that was outside VEs building. You guessed it the fire quickly got out of control and burned the speakers before the common carrier could get to VEs loading dock for pickup. All 200 speakers were rendered useless and there was no salvage value. The vandals were never found, but, they were all seen wearing WMU shirts.

Two days later, VE shipped by common carrier the remaining 100 18-iinch speakers to ZA along with 100 16-inch speakers. While in route from VEs warehouse to ZAs depot, the common carrier was struck broadside by Ms. Brewer late in the day on October 20/ (She was on her cell phone and claimed she never saw the semi-tractor and trailer.) As a result of the accident, 25 of the 16-inch speakers were destroyed. The remaining 175 speakers were not damaged.

On October 25, the undamaged 175 speakers were delivered successfully to ZA. On October 27, ZA inspected the speakers and noticed that 75 of the speakers were the 16-inch speakers. ZA immediately sent an email and letter to VE stating that ZA was rejecting the 16-inch speakers. However, the 100 18-inch speakers were accepted.

Due to the destruction of the 100 speakers and the subsequent delay in the delivery of the other speakers, VE is now unable to get 100 18-inch speakers and deliver them to ZA on a timely basis. ZA further states that due to VEs breach of contract that ZA would sue for damages and that they were contesting the original contract price.

ANSWER THE FOLLOWING QUESTIONS:

1. Who bears the risk of loss for the 100 destroyed 18-inch speakers?
2. Who bears the risk of loss for the 25 destroyed 16-inch speakers?
3. Was ZAs rejection of the 16-inch speakers a valid rejection?
4. Was ZAs acceptance of the 18-inch speakers a valid acceptance?
5. Did ZA have a duty to either accept all of the 18-inch speakers or did it have a right to accept a partial delivery?
6. Who pays to ship the 16-inch speakers from ZA to VE?
7. What are ZAs duties after rejecting the 16-inch speakers?
8. What are VEs rights to cure knowing it cannot meet the November 10 deadline?
9. What, if any, is Ms Brewers responsibility for any of the damages under the UCC?
10. Did ZA have a right to seek substitute goods?