Contracts

REG tests this as a formation-or-defense question: a fact pattern hands you a deal that looks complete, then asks whether an enforceable contract exists or which law applies. The tell is the subject matter — tangible, movable goods go to the UCC; services, real estate, or employment stay in common law. For mixed deals, the predominant-purpose test decides which law controls (a repair with parts is usually a service, so common law). Watch the consideration trap: past consideration is no consideration, and a pre-existing legal duty can’t support a new promise — students wrongly count both.

Don’t confuse formation with the UCC’s relaxed rules — under common law, acceptance must be a mirror image of the offer and the last-shot rule governs conflicting terms, whereas Article 2 lets added terms in and allows a merchant’s firm offer in a signed writing without consideration. Also separate capacity from agency: an agent with apparent authority binds the principal even without a signature. Memory hook: OACCL — Offer, Acceptance, Consideration, Capacity, Legality.