Contracts
Formation and Performance
A contract requires offer, acceptance, consideration, capacity, and legality. Determine the governing law first: Article 2 of the UCC governs sales of goods; common law governs services, real estate, and intangibles. Under common law, acceptance must mirror the offer and consideration must be bargained for. Under the UCC, additional or different terms may become part of the contract between merchants, and gap-fillers supply price, place, and time. The Statute of Frauds requires a writing for marriage, year-long contracts, land, executor promises, surety, and goods of $500 or more.
Traps
The biggest trap is applying common law rules to a goods contract or vice versa. Watch parol evidence: it bars prior or contemporaneous oral statements that contradict a fully integrated writing, but does not bar evidence of ambiguity, fraud, or a condition precedent. Distinguish conditions (express, implied, constructive) from promises. Anticipatory repudiation requires a clear and unequivocal refusal.
Worked Example
A buyer orders 500 custom-labeled shirts from a manufacturer. Because the dominant purpose is goods, UCC Article 2 applies, and the $500 writing requirement is satisfied by a signed order confirmation. Rule of thumb: identify the subject matter first; the UCC fills gaps that common law would leave open.