What are the Common Law rules?
The Common Law rules apply to contracts involving services, intangibles, and real estate.
What are the Uniform Commercial Code (UCC) rules?
Article 2 of the UCC rules apply to contracts for the sale of new or used "goods" which are tangible and movable.
What is the purpose of the UCC?
The UCC is not federal law. It is a body of statutes that defines how commercial contracts may be created, interpreted and enforced. The UCC is not meant to displace existing law, especially common law principles. Rather, the Code is meant to supplement common law principles as they relate to commercial contracts.
How do you determine the Predominant Aspect Rule?
Option 1 Predominant Aspect Rule
(You Can't Get One Without The Other)
If your main purpose is to contract for a service, with incidental goods materializing as a result of the service, then treat it as a service contract. If your main purpose is to acquire a good, with incidental service needed to get the good up and going, then treat it as a purchase contract.
Option 2 Separating the Components
(Splitting the Difference )
Separate the tangible and service components and negotiate the service contract while complying with bidding requirements for the tangible component.
Which Contract Law supersedes, the UCC or Common law?
The UCC controls goods contracts and, if in conflict, supersedes the common law.
How does the UCC impose standards for the merchants and consumers?
The UCC will, in many cases, impose different and higher standards on merchants (one who deals in goods of that type or holds himself out as an expert having special knowledge and skill in those goods) than it imposes on consumers (casual, inexperienced private parties).
The UCC imposes a general standard of reasonableness and good faith on the contracting parties. For merchants, this standard is raised to honesty in fact and adherence to reasonable commercial standards of fair dealing in the trade.
UCC rules can be liberally construed and contracting parties may vary its terms by agreement in most cases.
What are "Gap fillers" and how are they addressed?
A UCC default provision also fills in the blanks with "gap filling" terms where the contracting parties have not specified the treatment of an item or term. If the parties have not addressed the particular term in their agreement, the UCC rule controls. The court can fill in all open items, except quantity.
No delivery place => assumed to be the seller's place of business
No payment time => due on delivery of goods
No delivery time => deliver the goods in a "reasonable" time
No price => going market price of the goods at the time and place of delivery