General Principles

Question 1

Common Law vs. The UCC

Answer 1

gateway issue in all contracts and sales questions will be to determine whether the CL or Article 2 of the UCC governs:

1) the common law governs if a contract deals with services or real estate
2) The UCC governs if a contract deals with goods.

Question 2

Mixed contracts rules.

Answer 2

Two rules govern to determine whether the common law or the UCC governs in a mixed contracts situation.

1) The CL and UCC cannot both govern one indivisible contract at the same time. Thus, mixed contracts must fall into one class or the other. However, there is a limited exception for divisible contracts.
2) The predominant purpose of the contract determines whether the common law or the UCC governs. If the predominant purpose of the contract involves the purchase or sale of goods, the UCC applies. If the predominant purpose of the contract involves services or real estate, the common law applies.

Question 3

Requirements to form a valid contract.

Answer 3

1) Mutual assent ( a valid offer + a valid acceptance)
2) Consideration; and
3) No defenses to formation that would invalidate that otherwise valid contract.