For many 2Ls and 3Ls, Sales can be a very challenging course as the class narrows its focus on a topic covered by their contracts course: Article 2 of the Uniform Commercial Code (UCC). Many law students are apprehensive of studying the UCC as, in some areas, it drastically differs from the common law. In the course, students will learn about contract formation, acceptance, remedies, warranties, and much more. Although the course may seem overwhelming, we have several resources and study aids available for students to master Sales and succeed in the class.
Article 2 governs transactions for the sale of goods. A "good" under Article 2 means all things (including specially manufactured goods) that are moveable at the time of identification to the contract. To determine whether the common law or the UCC governs, the predominant purpose test will be used. The test evaluates factors including the contract language, billing terms, allocation of costs, and the nature of the final product delivered.
For contract formation to occur, there must be three core elements:
Offer- Manifestation of intent to enter into a barging so made as to justify a reasonable offeree in believing acceptance is invited and will conclude it.
Acceptance- Manifestation of assent to the terms of an offer that is communicated to the offeror in the manor invited (see ยง 2-206 for more information).
Consideration- Under the code, "consideration" is any consideration sufficient to support a contract.
