Contracts and Sales Outline

I. Applicable Law

• Common Law: Applies to most contracts.

• UCC Article 2 (Sales of Goods):

• Applies to contracts for the sale of goods (tangible personal property), not services or gifts.

• **Mixed contracts (goods

• services):** Common law typically applies (all or nothing), UNLESS goods are significantly more important than services (e.g., a car with warranty).

II. Formation of Contracts

A. Offer

• Definition: Manifestation of an intent to contract.

• Test: Would a reasonable person in the offeree's position believe their assent creates a contract?

• Content:

• Common Law (e.g., Real Estate): Requires price and description.

• UCC2 (Goods): No price requirement.

• Vague/Ambiguous terms: Not an offer (e.g., “fair price”).

• **O