The Uniform Commercial Code

Lately, learning team members conferred the ins-and-outs of contracts, most notably business contracts. Team B discussions [might have] exposed testimonies indicating members direct/indirect association to contracts. Maybe a favorite basketball player just signed one. There might have been member(s) with breaching practice. Still just, maybe a Team B member even signed one. Has the team figured it out though? What is a contract? Learning Team B simply exclaims: “contracts are any promise or set of promises that are legally enforceable” (personal communication, August 19, 2013). So, it follows that contract law determines what promises are enforced, whether promises have been performed, and remedies for breaches of contract (meaning somebody has broken a contract in some way). These remedies are basically compensation for, or fixes to, the breached part of the contract. Team B got to the bottom of all the contract brainwork by heeding two particular areas: the sources of contract law and the requirements for a valid contract. We’ll start with the sources of contract law. Sources of Contract Law

Today, two legislative entities govern contract law: The Uniform Commercial Code (UCC) and common law. During discussion, Team B decidedly broke down how and when each applies to contract law. What follows is the subsequent prose: In the chaotic days before the Uniform Commercial Code, each state in our fair union had its own commercial laws. It was anarchy! Well, it wasn’t that bad, but things were inconsistent. The UCC was created to establish a uniform set of rules to govern commercial transactions. This, my friends, brought harmony and stability to our great nation-or at least a little consistency. The UCC attempts to unify the national marketplace. The UCC covers a broad range of commercial transactions.

For our purposes, when we discuss the UCC, we’re talking about Article Two, which concerns the laws covering the sale of goods. What is a good? A good is a tangible item that a person can buy or sell. A loaf of bread is a good. Now, when you purchase that loaf of bread, you automatically become a party to a UCC contract. Not everything that can be bought or sold is a good. Something like a haircut, for instance, is not a good. It is a service. Contracts that don’t cover the sale of goods are covered by either other portions of the UCC or by common law. Common law, also known as case law, consists of laws formed through previous court decisions. Things like services and land sales are covered by common law. Hmm, land is a tangible item that can be bought or sold, right? Why isn’t it considered a good? Well, because it’s not often that during a land purchase the land is actually physically moved someplace else.

All that said, the consensus within the team was that the overall understanding of common law and UCC (particularly article 2) was clear enough to distinguish which would be applicable (if at all) and when. With that, the team also agreed that after that critical choice, the details that would follow are far too circumstantial to list in a broad manner. Knowledge of specific clauses that lie inside either common law or UCC is finite enough to Team B members that given individual cases, confidence remains emphatic enough to brief a case adequately.