About UCC - http://new.stjohns.edu/media/3/fb62329850504a37afdb028c759f614b.pdf
The Uniform Commercial Code (UCC) is one of the uniform acts that have been promulgated in attempts to harmonize the law of sales and other commercial transactions in all 50 states within the United States of America. The UCC was the first of the Uniform Acts to be proposed, and is the longest and most elaborate of such acts. It is a joint project of the National Conference of Commissioners on Uniform State Laws (NCCUSL) and the American Law Institute (ALI). Judge Herbert F. Goodrich was the Chairman of the Editorial Board of the original 1952 edition. The Code, as the product of private organizations, is not itself the law, but only has the force of law if enacted by states. The ALI-NCCUSL has also established a permanent editorial board for the Code which has issued a number of official comments and other published papers concerning the Code. Although these commentaries do not have the force of law, courts interpreting the Code will often cite them as persuasive authority in determining the effect of one or more provisions. The Code, in one or another of its several revisions, has been enacted in all of the 50 states, as well as in the District of Columbia, Guam and the U.S. Virgin Islands. Louisiana has enacted most provisions of the UCC with the exception of Article 2; preferring to maintain its own civil law tradition for governing the sale of goods. Louisiana jurisprudence refers to the sections of the UCC as "Chapters" instead of articles, since the term articles is used to refer to provisions of the state's Civil Code.
1) Does Article 2 of the Uniform Commercial Code (UCC) apply to the contracts between Grocery and its vendors? Do common law contracts apply? Explain, in detail, why or why not. Your answer should compare and contrast common law contracts and UCC Article 2 contracts.
Article 2 of the Uniform Commercial Code (UCC) was drafted to eliminate many of the technical requirements of contract law. It applies to contracts of merchants, relying heavily on the principles of acting in good faith and commercially reasonable contracts (Augenstein). All fifty states have adopted at least part of the UCC, and the UCC is the governing law in most contracts between merchants. Where the UCC and state statutes do not apply, courts generally rely on common law, which is the system of using the judicial wisdom developed over hundreds of years of case law as a means of deciding current disputes. Since the Uniform Commercial Code governs contracts between merchants, Article 2 of the UCC applies to the contracts between Grocery, Inc., and its vendors. Common law may apply as well in situations not covered by Article 2 of the UCC or state statutes.

Resources you may want to utilize

Uniform Commercial Code Article 2 revised - http://www.bc.edu/bc_org/avp/law/st_org/iptf/articles/1999070101fs.html

Precontractual Liability - http://cisgw3.law.pace.edu/cisg/biblio/goderre.html
Electronic Commerce - http://www.signelec.com/news/995901887/index_html
The warning importance of revisions to UCC Article 2 - http://docs.law.gwu.edu/facweb/gmaggs/pubs/waningimportance.htm
Uniform Commercial Code - http://www.law.cornell.edu/ucc/ucc.table.html