Governing Law

Question 1

Common Law

Answer 1

The common law governs contracts not governed by the UCC.

Question 2

Uniform Commercial Code

Answer 2

The Uniform Commercial Code (UCC) governs contracts for the sale of goods.

Question 3

Goods

Answer 3

Goods are tangible chattels which are moveable and identifiable to the contract at the time of formation.

Question 4

Contract for Both Goods and Services

Answer 4

Usually the court will apply the “predominant factor test” to see if the contract’s primary purpose is sale of goods or provision of services and then apply the appropriate law. However, the court may apply the UCC to the goods portion of the contract, and the common law to the remaining terms.

Question 5

Merchant

Answer 5

Under the UCC, a merchant is one who deals regularly in the kind of goods involved in the contract, or one who holds himself out as having special knowledge or skill about the practices or goods involved in the contract. Merchants owe a duty to observe reasonable commercial standards of fair dealing.