(e.g. If UCC applies to case, doesn’t have a section that applies to the particulars of the case, then we look to common law and the Restatement.)
UCC § 1-201(3): “Agreement”
“Agreement” means the bargain of the parties in fact as found in their language or by implication from other circumstances including course of dealing or usage of trade or course of performance as provided in this Act
UCC § 1-201(11): “Contract”
“Contract” means the total legal obligation which results from the parties’ agreement as affected by this Act and any other applicable rules of law
Article 2(enacted in 48 states)
UCC § 2-102: Scope
This Article applies to transactions in goods
Does NOT apply to:
NOT services, real property (land, house, buildings..), Contracts to provide services, contracts to lease goods, contracts involving patents, trademarks or other intellectual property.
Employment contracts, investment securities, or “things in action” – copyrights, patents, etc.
“Merchant” means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge r skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill
“Between merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants
UCC § 2-105(1): “Goods”
“Goods” mean all things (including manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price
is to be paid and things in action
“Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty
Real-estate is not goods.
What about contracts that involve goods and services?
Majority Rule: Determine what the more important part of the contract is. Then follow the law the governs that part of the contract
Convention on contracts for the international sale of goods
A treaty between the U.S. and other states, covers transactions that UCC covers and parties and places of business in other countries that are contracting states to the treaty - limited to commercial transaction between business
Civil law and common law on contract formation varies widely among countries, the CISG was written to establish consistent standard
Parties can opt out of the CISG, and many parties do
CISG arts. 1
This Convention applies to contracts of sale of goods between parties whose paces of business are in different States;
When the States are Contracting State
CISG arts. 14
(1) A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price.
(2) A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal.