The threshold question most students skip
Common law or UCC? Ask that before applying any contract rule. Make that call first, every time.
Mixed-transaction fact patterns (goods plus services in one contract) are a favorite exam trap specifically because they force this threshold call explicitly.
Where the actual analysis gets tested
Formation issues (offer, acceptance, consideration) and defenses (mistake, misrepresentation, unconscionability, the statute of frauds) generate most exam points, and both reward slow, fact-specific application over a quick rule recitation. Remedies come last on most exams and are commonly rushed — budget real time for expectation, reliance, and restitution damages rather than treating them as an afterthought.
The Contracts outline and topic pages carry the full rule statements and element checklists. Sequencing is what makes those rules score points.
The threshold question, from the uniform text
UCC 2-102 says Article 2 applies to transactions in goods. UCC 2-105 defines goods as all things, including specially manufactured goods, that are movable at the time of identification to the contract for sale. It excludes the money in which the price is paid, investment securities and things in action. It includes the unborn young of animals, growing crops and other identified things attached to realty as described in 2-107. Decide scope first.
A sale of services or real estate falls outside Article 2. States adopt their own versions of the UCC, so check your jurisdiction's text. Cornell's Legal Information Institute publishes the uniform text used here. Ask the threshold question first.
The statute of frauds for goods
UCC 2-201(1) says a contract for the sale of goods for the price of $500 or more is not enforceable unless there is a writing sufficient to indicate a contract has been made, signed by the party against whom enforcement is sought. A writing is not insufficient because it omits or misstates a term, but the contract is not enforceable beyond the quantity shown. Exceptions matter.
Under 2-201(2), between merchants a written confirmation binds the recipient unless written objection is given within 10 days after it is received. Under 2-201(3), an unwritten contract may be enforceable if goods are specially manufactured and the seller has begun making them, if the party admits the contract in court, or as to goods paid for and accepted or received and accepted. Read your state's text.
| Category | Examples |
|---|---|
| Marriage | A promise made in consideration of marriage |
| Year | A contract that cannot be performed within one year of making it |
| Land | A contract for the sale of an interest in real property |
| Executor | A promise by an estate's executor to pay the estate's debts from the executor's own funds |
| Goods | A sale of goods at or above the UCC 2-201 threshold |
| Surety | A promise to answer for another person's debt or default |
Common questions
When does UCC Article 2 apply instead of the common law?+
When the transaction is in goods. UCC 2-102 says Article 2 applies to transactions in goods, so services and real estate generally fall outside it.
What counts as goods under UCC 2-105?+
All things movable at the time of identification to the contract, including specially manufactured goods, growing crops and the unborn young of animals, excluding money, investment securities and things in action.
What is the UCC statute of frauds threshold for goods?+
A contract for goods for the price of $500 or more must be evidenced by a signed writing to be enforceable, under UCC 2-201(1).
Must the writing include every term?+
No. UCC 2-201(1) says a writing is not insufficient because it omits or incorrectly states a term, but the contract is not enforceable beyond the quantity shown.
How does the merchant confirmation rule work?+
A written confirmation sufficient against the sender satisfies the requirement against the recipient unless written objection is given within 10 days after receipt, under UCC 2-201(2).
What exceptions save an unwritten goods contract?+
Specially manufactured goods with substantial beginning of manufacture, an admission in court, and goods paid for and accepted or received and accepted, under UCC 2-201(3).
Why are mixed goods-and-services contracts a favorite exam trap?+
They force you to decide first whether the common law or the UCC governs, since the two diverge on formation, terms and remedies.
Does every state use the same UCC text?+
No. States adopt their own versions of the uniform text, so check your jurisdiction's enacted Article 2 before relying on the uniform wording.
What to do next
- 1
Identify common-law versus UCC before applying any other rule, every time.
- 2
Practice mixed-transaction fact patterns specifically — they test the threshold call directly.
- 3
Budget real exam time for remedies instead of rushing them at the end.
- 4
Open the full Contracts outline for element-by-element rule statements.