Contracts Outline- ARTICLES 3 AND 9 OF THE UCC ARE BAR TESTED 1. Introduction to the Study of Contracts 1. The Sources of Contract law 1. The Uniform Commercial Code (UCC) and Sales of Goods 1. Comprehensive body of statutes governing common business transactions such as sales of goods, checks, and security interests 1. Adopted in every state but Louisiana 2. Article 2 governs the sale of goods 1. Does NOT apply to contracts for services, real estate or intangibles 3. It is statutory law, passed by the legislature and signed by the governor 1. Courts may interpret the UCC, but may not amend it 2. When a contract involves the sale of goods, the UCC governs 4. The definition of a good is tricky 1. Goods include: things intended for permanent installation (i.e. a chandelier) before their installation when they become a fixture, things that can be detached from the land (i.e. crops, ore, minerals, timber, oil, and gas), the unborn young of animals, planes, construction cranes, etc. 2. Examples of things that are NOT goods 1. Money (unless a currency exchange), securities, debt instruments, insurance policies, admission and transportation tickets (they are the right to claim a service or a seat), and courts differ on digital assets (i.e. software or music) 3. If a contract involves a mix between goods and services, the UCC applies if the predominant part of the contract is a sale as opposed to services 5. NCCUSL- National Conference of Commissioners on Uniform State Laws proposed changes to Article I so now about 40 have amended article I and 10 have not 2. The Convention on International Sales of Goods 1. The United Nations convention on contracts for the International Sale of Goods (CISG or the Vienna Convention) set forth the governing sales of goods (excluding household purchases) if buyer and seller are both in different countries who have ratified the treaty (there are at least 84 countries) 1. Under the Constitution, treaties supercede any US law except the Constitution itself 2. Unless the contract states otherwise, we must apply the CISG instead of the UCC- Sometimes contract will state which country’s law should govern 3. The restatement (Second) of Contracts 1. An effort to identify the general rules of contract law as revealed by the rulings of state courts 1. Created by the ALI 2. Is a secondary source that describes the law 1. Each section is written as a rule of law, but it has no binding effect
2. Is a very good summary of state practice though 3. If a state confronts an issue for the first time, usually it will follow the restatement 4. The Restatement (Third) of Restitution and Unjust Enrichment 1. Identifies several refinements to contract law- Particularly to remedies and defenses 5. Private Rules 1. A contract makes its own rules 2.
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- Fall '06
- Drennan. Drennan