UCC VS COMMON LAW

Governs contracts for the sale of goods (movable, tangible items).

UCC SCOPE

Governs services, real estate, employment, and most non-goods contracts.

COMMON LAW SCOPE

Contracts can form even with open terms if intent to contract exists.

UCC OFFER AND ACCEPTANCE: more flexible

Mirror Image Rule requires acceptance to match the offer exactly.

COMMON LAW OFFER AND ACCEPTANCE: stricter

Modifications don’t always require new consideration if done in good faith.

UCC CONSIDERATION

Modifications must have new consideration.

COMMON LAW CONSIDERATION

Merchants can make firm offers (binding for a set time without consideration).

UCC FIRM OFFERS

Offers can be revoked anytime before acceptance, unless consideration is given to keep them open (option contract).

COMMON LAW FIRM OFFERS

Contracts for goods over $500 must be in writing.

UCC STATUTE OF FRAUDS

Writing required for real estate, contracts exceeding one year, and others under the Statute of Frauds.

COMMON LAW STATUTE OF FRAUDS

Courts may allow extra evidence to clarify intent.

UCC PAROL EVIDENCE RULE (more relaxed)

Written contracts are final, with few exceptions.

COMMON LAW PAROL EVIDENCE RULE (Stricter)

Perfect Tender Rule: Buyer can reject goods if they don’t conform exactly.

UCC performance standard

Substantial Performance: Minor deviations may still satisfy the contract.

Common law performance standard

More buyer-friendly: Buyers can reject non-conforming goods, even with small defects.

UCC breach and remedies

Stricter for breach: Must be a material breach to allow termination.

Common law breach and remedies

Includes special rules for lost profits, cover, and market price damages.

UCC damages

Damages are based on foreseeability and reasonable certainty.

Common law damages