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MN Bar: Contracts and Sales: Formation, UCC Article 2, and Remedies

MN Bar · Work through your exam, one topic at a time.

All guide sections

Contracts and Sales: Formation, UCC Article 2, and Remedies

What the exam tests

Expect common-law contract formation alongside UCC Article 2 sale-of-goods rules: offer and acceptance, consideration, Statute of Frauds, parol evidence, battle of the forms, warranties, risk of loss, excuse, and remedies. Identify whether goods are involved before choosing UCC rules.

Core rules

  • Common law: acceptance must mirror the offer; UCC 2-207 softens the battle of the forms. A definite and seasonable expression of acceptance operates as acceptance even with additional terms; between merchants, additional terms become part unless they materially alter the contract, are objected to, or the offer limits acceptance.
  • Statute of Frauds: UCC 2-201 requires writing for goods over $500, signed by the party to be charged; merchant confirmation can satisfy it if not objected to within 10 days. Common-law SOF categories include marriage, year, land, executor, surety, and sale of goods.
  • Parol evidence: UCC 2-202 permits course of performance, course of dealing, and usage of trade to explain or supplement; complete integration bars contradictory terms.
  • Perfect tender: buyer may reject nonconforming goods unless seller cures; installment contracts use substantial impairment.
  • Warranties: implied merchantability (merchant seller) and fitness for particular purpose (seller knows buyer's purpose and buyer relies).
  • Remedies: cover, market difference, incidental and consequential damages, liquidated damages if reasonable.

Worked example

Buyer sends a purchase order for 1,000 widgets. Seller's acknowledgment accepts but adds a disclaimer of the implied warranty of merchantability. Under 2-207(2), between merchants the disclaimer may become part unless it materially alters the bargain. A warranty disclaimer is often a material alteration, so it is not automatically included; the parties' conduct and express agreement control.

Traps

Do not use common-law mirror-image acceptance for goods. A merchant confirmation needs a writing and no objection. Consequential damages require foreseeability.