Business Law UCC
Goods
Tangible items that are movable at the time of their identification to a contract.
UCC Statute of Frauds
A contract for sale of goods valued at $500 or more must be in writing to be enforceable.
Open Terms
A contract for the sale of goods can be formed under the UCC even if a major term is left out or open. In the event of an open term, the UCC provides terms to be read into the contract. This is called in gap-filling rule. The quantity of goods cannot be left open.
Merchant
A person who 1. deals in the goods of the kind involved in a transaction or 2. by his or her occupation holds himself or herself out as having knowledge or skill peculiar to the goods involved in the transaction. In general, the rules contained in the UCC apply more often to merchants than non-merchants.
The Mirror Image Rule
Applied to the formation of contracts under the common law does not apply to formation of contracts for sale of goods under the UCC.
Uniform Commercial Code
A model act developed in the 1950's to address the concerns of business people who were frustrated by difficulties they experienced when engaging in interstate commerce and attempting to comply with different laws in each state. The UCC was an attempt to develop a set of laws that reflected the way business was actually conducted. All 50 states have adopted some version of the UCC. Article 2 of the UCC deals with the sales of goods.
Formation of sales contracts under the UCC
The UCC favors the enforcement of agreements the parties intended to be enforceable. Accordingly, a Contract for sale of goods will be made in any manner sufficient to show agreement, including the conduct of the parties indicating the existence of a contract. A contact may be found even if the moment of its formation is undetermined.
Goods v. Services
The UCC governs sale of goods but not contracts for services. Service contracts follow the common law of contracts. Many contracts involve both goods and services, which is known as a mixed sale. In a mixed sale the UCC would only apply if the sale of goods is the predominant part of the transaction.
