Common Law or UCC: Which Contract Rules Apply?
Before solving the contract, classify what is being sold.
Common law
Generally governs services, real estate, and transactions outside Article 2 goods rules.
UCC Article 2
Generally governs sales of goods, meaning movable tangible items under the applicable framework.
Mixed contracts
When goods and services are combined, determine the predominant purpose under the applicable analysis.
Modification
Common-law modifications generally require new consideration, while UCC modifications generally do not require new consideration but must satisfy good-faith and other requirements.
Acceptance
Common law tends to use stricter mirror-image principles while the UCC is more flexible for commercial transactions.
The takeaway
Goods usually point to UCC. Services usually point to common law.
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FAQ
Does the UCC govern service contracts?
Generally no.
Does a UCC modification always need consideration?
No.
Can mixed contracts use the UCC?
Potentially, depending on predominant purpose.