Preliminary Issues

Question 1

K: Preliminary Issues Approach

Answer 1

• Governing law
  
  • Common Law (Non-Goods)
  • UCC (Goods)
    
    • Any Merchants?
  • Mixed Contracts
    
    • All or Nothing Rule
    • Primary Purpose Rule

Question 2

K: Governing Law

Answer 2

Contracts governing the sale of goods are governed by the Uniform Commercial Code (UCC), all other contracts are governed by the common law.

Question 3

What are goods?

Answer 3

The UCC defines goods as non-monetary, tangible, movable property.

Question 4

Who is a merchant?

Answer 4

Under the UCC, a merchant is a person who:

1. deals in goods and
2. represents theirself as having a skill or knowledge particular to dealing in goods of that kind.

Question 5

Which law governs if a contract is for both goods and services?

Answer 5

Under the all or nothing rule, a contract must be governed completely by eiether the common law or the UCC.

When a contract involves bot the sale of goods and the rendering of services, the predominate purpose test applies to determine which law applies.

However, where such a contract is divisible into separate sub-contracts, each supported by separate consideration, the governing-law determination is made individually for each sub-contract.