I85PREP
⌘ K
NC Bar study materials
NC Bar study resources

NC Bar: Contracts on the NC Bar

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

All guide sections

Contracts on the NC Bar

Contracts blends Article 2 of the UCC (goods) with common-law doctrine (services, real estate, employment). The most common error is applying the wrong body of law - confirm the contract is for goods before reaching for UCC gap-fillers.

Formation and enforceability

  • Common law: offer, mirror-image acceptance, consideration. UCC 2-206 permits acceptance by any reasonable medium; 2-204 permits formation despite open terms.
  • UCC 2-207: a definite and seasonable expression of acceptance operates as an acceptance even with additional or different terms; between merchants, additional terms enter unless they materially alter the deal, are objected to, or the offer limited acceptance to its terms.
  • Statute of Frauds: goods of $500 or more (2-201), land, one year, surety, marriage, executor. North Carolina note: a contract under seal carries a ten-year limitations period rather than the ordinary three years for breach of contract.

Performance and remedies

  • UCC perfect tender with the seller's right to cure (2-508); common law substantial performance.
  • Anticipatory repudiation, adequate assurance (2-609), impracticability, frustration.
  • Expectation, reliance, and restitution; buyer's cover and seller's resale; liquidated damages must be reasonable in light of anticipated or actual loss (2-718).

Worked example

A North Carolina buyer orders 1,000 widgets at $10 each on a signed purchase order; the seller's acknowledgment adds an arbitration clause. Both parties are merchants, so under 2-207 the clause enters unless it materially alters the bargain; arbitration clauses ordinarily survive. If the widgets arrive nonconforming, the buyer may reject, but must give the seller a reasonable opportunity to cure when time remains.

Traps

Using the parol evidence rule to exclude evidence of a separate, later agreement; forgetting the merchant's confirmatory memo, which satisfies the Statute of Frauds against a recipient who fails to object within ten days; treating a price term left open as fatal under the UCC.