Uniform Commercial code
Article 2 of the UCC (as adopted by the state) applies only to contracts for the sale of goods. Article 2 does not cover contracts for services or the sale of real property. (For those contracts you apply the common law of contracts).
Sometimes you apply the common law to contracts for the sale of goods. In general, the rule is that whenever there is a conflict between a common law contract rule and Article 2, Article 2 controls. In other words, when Article 2 addresses a certain issue, it governs. When Article 2 is silent, the common law governs.
The common law of contracts requires that contracts specify full details of what all parties involved are to do or pay. The common law also does not put any terms into a contract that the contract itself does not contain. In contrast, the UCC indicates that a contract may be created only through actions, writings, or course of dealings that indicate that some form of agreement was reached by the parties and says that terms that are missing in the contract may be added into it through the manner in which the parties acted or have acted in the past.
To be considered definite, an offer (and a contract) generally must contain the following terms: (1) identification of the parties, (2) identification of the subject matter and quantity, (3) consideration to be paid, and (4) time of performance.
Although the common law and the UCC have many of the same requirements for formation of a contract, the common law is more rigid regarding the terms of acceptance. The common law applies the mirror image rule, meaning that if the person receiving the offer, referred to as the offeree, changes the terms of an offer in an acceptance; the acceptance is considered a counter offer. The UCC, however, rejects the mirror image rule. The UCC allows acceptance along with consistent additional terms.
Under the common law, a contract can only be modified if there is additional consideration for the modification. Under the UCC, however,
Sometimes you apply the common law to contracts for the sale of goods. In general, the rule is that whenever there is a conflict between a common law contract rule and Article 2, Article 2 controls. In other words, when Article 2 addresses a certain issue, it governs. When Article 2 is silent, the common law governs.
The common law of contracts requires that contracts specify full details of what all parties involved are to do or pay. The common law also does not put any terms into a contract that the contract itself does not contain. In contrast, the UCC indicates that a contract may be created only through actions, writings, or course of dealings that indicate that some form of agreement was reached by the parties and says that terms that are missing in the contract may be added into it through the manner in which the parties acted or have acted in the past.
To be considered definite, an offer (and a contract) generally must contain the following terms: (1) identification of the parties, (2) identification of the subject matter and quantity, (3) consideration to be paid, and (4) time of performance.
Although the common law and the UCC have many of the same requirements for formation of a contract, the common law is more rigid regarding the terms of acceptance. The common law applies the mirror image rule, meaning that if the person receiving the offer, referred to as the offeree, changes the terms of an offer in an acceptance; the acceptance is considered a counter offer. The UCC, however, rejects the mirror image rule. The UCC allows acceptance along with consistent additional terms.
Under the common law, a contract can only be modified if there is additional consideration for the modification. Under the UCC, however,