UCC for goods, common law for services and land
The Uniform Commercial Code (UCC) governs contracts for the sale of goods, meaning tangible personal property sold in commerce. Article 2 of the UCC applies to the purchase of machines, clothing, food, and any movable items. Common law contract principles apply to services (painting a house, consulting, legal advice) and real estate transactions (buying land or commercial property). The distinction matters because the UCC and common law have different rules for contract formation, gap-filling, and remedies.
A contract for both goods and services falls under the UCC only if the predominant purpose is the sale of goods. A custom-built cabinet includes carpentry services, but if the value lies primarily in the finished product (the cabinet itself), the UCC applies. If the value lies primarily in the craftwork and design services, common law governs. Courts examine the contract's language, price allocation, and the parties' focus to determine the predominant purpose.
Flexibility in UCC versus formalism in common law
The UCC is more flexible than common law in several respects. The mirror-image rule does not strictly apply: a response with additional or different terms can constitute acceptance under the UCC if the parties are merchants, and the conflicting terms become part of the contract unless they materially alter the bargain. Common law requires exact matching of terms for acceptance.
The UCC implies warranties of merchantability and fitness for purpose that common law does not, protecting goods buyers from defects. For land, common law follows caveat emptor (buyer beware), giving the seller fewer warranties unless explicitly assumed. The UCC also allows for good-faith gap-filling; if the parties omit a price, the UCC implies a reasonable price at the time of delivery. Common law would void the contract for indefiniteness. These differences reflect the policy that commercial transactions in goods benefit from standard protections and easy assumptions.