Differences between UCC and CL

Question 1

Application

Answer 1

CL: services Ks

UCC: sale of goods K

Question 2

Formation

Answer 2

CL: consideration is needed
UCC: intent is needed plus essential elements – the most important is quantity

Question 3

Option K

Answer 3

CL: consideration is needed
UCC: no consideration is needed if there is a firm offer made by a signed writing by a merchant that holds open the offer for a time not exceeding three months

Question 4

Methods of Acceptance

Answer 4

CL: Bilateral K = promise or beginning of performance
Unilateral K = full performance

UCC: promise to perform or prompt shipment of goods

Question 5

Acceptance with Different or Additional Terms

Answer 5

CL: acceptance must contain the same terms of the offer (mirror-image rule)

UCC: even if the terms of acceptance do not contain the same terms as the offer, there is still an acceptance unless the “acceptance” is expressly condition on acceptance of different or additional terms. Further, if both parties are merchants, additional terms must become a part of the K unless there is an objection or the terms material alter the K.

Question 6

Modification

Answer 6

CL: requires additional consideration

UCC: no consideration is required, just good faith

Question 7

Performance

Answer 7

CL: when there is substantial performance the duty to perform arises in the other party unless there is an express condition

UCC: perfect tender is required, a party may reject the goods if the tender is not perfect, unless there is an installment agreement

Question 8

Statute of Frauds

Answer 8

CL: applies to MY LEGS
Marriage, Ks that cannot be performed in less than a Year, Land Ks, Ks in the excess of $500, Guarantor, and Sureties.

UCC: sale of goods over $500 (with certain exceptions: confirmatory memo, part performance, judicial admissions, and unique goods)