Contracts - Common Law and UCC Article 2
Contracts tests formation, enforceability, performance, and remedies under common law and UCC Article 2. Identify the governing law first: goods means UCC; services and real estate usually mean common law.
Formation and enforceability
- Offer, acceptance, and consideration; UCC merchants can make firm offers without consideration.
- Statute of Frauds: sale of goods over $500, land, surety, marriage, one-year contracts; writing must be signed and state quantity or essential terms.
- Defenses: mistake, fraud, duress, unconscionability, impossibility, impracticability.
Performance and remedies
- Common law requires substantial performance; UCC uses perfect tender unless the parties agree otherwise.
- Expectation damages put the plaintiff where performance would have; reliance and restitution are alternatives.
- Mitigation, foreseeability, and certainty limit damages. UCC buyers may cover and recover the difference.
Worked example
Merchant A signs a writing promising to hold a price open for 60 days for Buyer. Buyer does not pay for the option. Under UCC § 2-205, a signed firm offer by a merchant is irrevocable without consideration. A cannot revoke before the 60 days. If Buyer accepts within the period, a contract exists on the stated terms.
Traps
Do not import UCC merchant rules into common-law service contracts. Do not use the parol evidence rule to exclude evidence of a separate oral condition if the writing is not integrated. Do not confuse a condition precedent with a promise.