Governing Law

Question 1

Governing Laws…

Answer 1

(1) UCC: follow CL unless there is a code provision on point
- Goods
- structures to be removed (severance)
- crops, sand, gravel, water and electricity
- ads in phonebook
(2) CL: everything else!
* **No Warranty of Merchantability

Question 2

UCC Governs…

Answer 2

(1) Goods;
(2) Structures to be removed (severance);
(3) crops, sand, gravel, water, & electricity;
(4) ads in phonebook

Follow CL, unless code provision is on point

Question 3

CL governs….

Answer 3

Everything else!

NO WARRANTY OF MERCHANTABILITY

Question 4

Mixed Ks

Answer 4

(1) Gravaman/preponderance: Ct will look to whether goods
or services preponderate the K & apply the
appropriate law
(2) Apportionment: if K can be apportioned, both UCC & CL
will be applied - ONLY apportionment will divide
the K
(3) De Minimis: if either goods/services are de minimis, the
governing law of the other will apply to whole K