Contracts
Scope
Common-law contract formation and remedies, plus UCC Article 2 for goods. Kansas has enacted Article 2 at K.S.A. 84-2-101 et seq.
Core rules
- Contract formation needs offer, acceptance, consideration, and no defense. UCC 2-204 relaxes formalities; a merchant's firm offer under 2-205 needs a signed writing and assurances it will be held open, and no consideration.
- Statute of frauds: UCC 2-201 requires a signed writing sufficient to indicate a sale of goods and stating quantity; specially manufactured goods and admissions can substitute. Kansas's general statute of frauds separately covers land, suretyship, and certain long-term contracts.
- Parol evidence bars prior or contemporaneous oral terms that contradict a fully integrated writing; it does not bar explaining ambiguity, proving a condition precedent, or showing fraud.
- Breach and remedies: expectation damages, consequential damages if foreseeable, mitigation, and UCC cure and perfect tender rules.
Worked example
Merchant M signs a writing: I will sell you 500 widgets at $4 each; this offer stays open for 30 days. Buyer accepts on day 10. The firm offer is enforceable without consideration because M is a merchant and signed an assurance. If the writing omitted 500 widgets, the quantity term would be missing and the UCC statute of frauds would generally bar enforcement.
Traps
Applying common law to a sale of goods; treating a merchant's firm offer as revocable; ignoring the quantity term; and using parol evidence to contradict an integrated term.