COMMON LAW CONTRACTS U.C.C. SALES
Must be certain and definite; essential terms are One or more of the terms may be left open; test is
price, parties, time and subject matter. whether the parties intended to contract.
OPTION CONTRACT: FIRM OFFERS:
Under the common law an offeror is not required to A written offer by a merchant is binding on the
hold an offer open, may be revoked at any time until merchant - offeror -- may not last more than 90 days
acceptance, with the exception of option contracts,
which are supported by separate consideration.
Must conform to all the terms of the offer, must An acceptance containing additional terms is valid
be unconditional. (does not necessarily constitute a counter-offer).
If between merchants, non-material additional terms
become part of the contract unless offer precludes
this or offeror objects in a timely manner.
STATUTE OF FRAUDS:
K for the sale of goods in excess of $500 must be in Though the S of F still applies, the writing need not
writing. Writing must contain names of parties, be as detailed, it need only be sufficient to establish
subject matter, terms of K and consideration. that a K was made between parties & is signed.
Writing must at least state quantity of goods sold.
S of F requirements may also be satisfied when
there is: (1) an admission,(2) a written confirmation,
(3) partial performance, and/or (4)
Duress, undue influence, fraud, misrepresentation, The additional "theory" of unconscionability is
& mistake may be used to avoid a contract. provided, which may be used to avoid entire K,
limit the applicability of the unconscionable
clause, or remove the clause.
Generally, agreements to change, modify or rescind No additional consideration required nor is a writing
a K must be supported by additional consideration. necessary in order to agree to rescind or modify.
UCC imposes obligation of good faith.
STATUTE OF LIMITATIONS:
Generally, state statutes provide a two year time
period. UCC provides a four year statute of limitations. This
can be reduced by agreement between the parties,
but not to a period of less than one year.