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The Uniform Commercial Code



Contracts are legally enforceable promises between people. Contract law comes from several sources at the state and federal level—in particular, from the Uniform Commercial Code (UCC). The UCC varies somewhat from the common law in requirements for contracts and is the preferred or required method of contract formation in many circumstances. Article 2 of the UCC primarily covers the sale of goods. It requires the parties who are creating the contract to specify subject matter and quantity, but it may leave price and other terms open. Under the UCC, consideration is not needed to make a contract enforceable.

At A Glance

  • The Uniform Commercial Code (UCC) is the set of laws governing commercial transactions.
  • The Uniform Commercial Code (UCC) is one source of contract law.
  • Rejection is a right the buyer has under UCC Article 2 if the goods fail in any way to conform to the contract. Rejection means the buyer does not keep the goods supplied under the contract.
  • Rejection must happen within a reasonable time after the buyer receives the goods. The buyer must promptly notify the seller of a rejection, and the rejection must happen before the buyer accepts the goods.
  • The buyer cannot reject goods without giving the seller a chance to fix whatever problem might form the basis for a rejection. The cure must be done in a reasonable time, and the buyer must not suffer undue damage as a result.
  • A buyer and seller of certain goods and services enter into a sales agreement. The typical contract rules apply for sales, but UCC Article 2 governs basic rules for what a sales contract must contain and what form the contract must take to be enforceable.
  • Private international law refers to the laws governing disputes or controversies between private persons, such as individuals or corporations, that typically have relationships with or across multiple countries.