Contracts Rule Statements

What Law Governs Rule

common law governs all disputes unless otherwise governed by a statute. The most efficient way to figure out what law governs is by doing an Article 2 statutory analysis.

Article 2 Scope Rule

According to §2-102, Article 2 of the UCC governs 1) transactions in 2) goods. There are two elements and both are necessary. I will first look for a transaction and then a good.

Transaction Rule

Transaction is not defined in the code but courts have determined transaction to mean “contract for sale". Contract for sale is defined in §2-106 to mean "present sale". Sale is further defined in the same section to mean "the passing of title from seller to buyer for a price." Therefore, a transaction is 1) an agreement 2) for the passing of title 3) from seller to buyer 4) for a price. There are 4 elements and all of them are necessary.

Goods Rule

According to §2-105, goods are defined as 1) things which are 2) movable at the time of 3) identification of a contract. There are 3 elements and all of them are necessary.

Predominate Purpose Test

the predominate purpose test is a totality of circumstances test to determine the predominate purpose of a dispute. There are five factors 1)language of the contract 2) nature of the business of the supplier 3) intrinsic value of the agreement 4) the gravamen of the complaint and 5) the intensity of the labor on the good compared to the time spent on the services. there are 5 factors and none are dispositive. the direction in which they lean the heaviest will determine how we categorize this dispute.

Was a Contract Formed Rule 

a contract is a promise or set of promises for the breach of which the law gives a rememdy as determined by the UCC. A promise is a manifestation of the intention to act or refrain from acting in a specified way, so made as to justify a promise to understand that a commitment has been made. A contract must have mutual assent and consideration. Mutual Assent is a meeting of the minds of the parties about the same thing at the same time and is evidenced by 1) an offer and 2) acceptance. the court will use the objective theory of interpretation test to analyze words (oral and written), conduct, and context from the perspective of a reasonable person in the position of the hearer. I will first look for an offer, then an acceptance, and then consideration. If all three are present, then i can reasonably conclude that a contract was formed. I will now begin my analysis and apply the objective theory test to each communicative event.

Offer Rule 

An offer is the (1) manifestation (2) of willingness to (3) enter into a bargain (4) so made as to justify (5) to another person (6) in understanding that their assent to that bargain is invited (7) and will conclude the deal now. There are seven elements and all are necessary.