Contracts and Sales
Contracts and Sales tests common-law contract formation and UCC Article 2, enacted in Oregon as ORS chapter 72. Expect offer, acceptance, consideration, defenses, statute of frauds, parol evidence, breach, and remedies, plus Oregon-specific limits on noncompetition covenants under ORS 653.295.
Core rules
- Common law requires mutual assent and consideration; UCC 2-204 allows formation by any manner showing agreement, and 2-207 handles additional or different terms.
- Statute of frauds: ORS 41.580 covers land, suretyship, marriage, executor promises, and one-year contracts; UCC 2-201 covers goods of $500 or more.
- UCC 2-201(2) merchant confirmation can satisfy the goods statute if both parties are merchants, the writing is sufficient, and no objection is made within 10 days.
- Remedies: expectation damages, consequential damages if foreseeable, cover, and UCC 2-712; liquidated damages must be reasonable.
Worked example
Seller orally agrees to sell a used tractor for $7,000. Buyer, a dealer, sends a signed purchase order stating quantity and price; Seller, also a merchant, receives it and says nothing for two weeks, then refuses to deliver. The oral deal alone fails UCC 2-201, but the signed merchant confirmation can satisfy the statute if it is sufficient and Seller did not object within 10 days. Buyer may seek cover damages under UCC 2-712. Reasoning: classify the goods, test the statute, then apply the merchant exception.
Traps
Do not apply UCC 2-207 to common-law contracts; do not treat the statute of frauds as making an oral contract void for all purposes; do not enforce a noncompete without the ORS 653.295 salary, timing, and scope limits; do not confuse expectation and reliance damages.