UCC Sales

Article 2 of the Uniform Commercial Code, which governs contracts for the sale of goods.

REG question one almost always forces a threshold call: is this Article 2 or common law? The “tell” is a hybrid goods-and-services contract (a furnace plus installation), where the answer hinges on the predominant-purpose test—classify the whole deal by its main thrust, never split it. Get the regime right and the rest follows, because the two regimes grade acceptance differently: under the mirror-image rule a varied acceptance is a counteroffer, but under UCC 2-207’s “battle of the forms” a definite, seasonable acceptance still forms a contract even with new terms.

The classic trap is the merchant firm offer: students confuse it with an option contract. A firm offer needs no consideration but must be signed and in writing by a merchant, irrevocable for the time stated—capped at three months (answer “three months,” not “90 days”). Also distinguish the two statute-of-frauds writings: the $500 goods threshold versus the merchant confirmatory memo, which binds a silent merchant who fails to object in writing within 10 days. Hook: goods move, services serve.

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