The Uniform Commercial Code (UCC)

Contract law controls most agreements between parties, whether oral or written, that involve goods, services, money, employment contracts and real estate deals. In order for a contract to be valid, there must be a few elements that are satisfied. There must be a negotiation, an agreement which consists of an offer and acceptance of the offer, consideration, capacity, and legality. The sources of law that governs contracts today consist of two bodies of law, Article 2 of the Uniform Commercial Code, also known as the UCC, and the common law of contracts. Determining what body of law applies to a contract dispute is an important first step in analyzing that problem. The Uniform Commercial Code, or UCC, is a statutory law that was adopted in every

Article 2 expressly applies only to contracts for the sale of goods [UCC, 2-102]. The essence of the definition of goods in the UCC [UCC, 1-105] is that goods are tangible, movable personal property. (Mallor, 2016, p. 326) In relation, contracts for the sale of such items as motor vehicles, books, appliances, computers, software's, and clothing, are covered by the UCC Article 2. The scope of Article 2A states this Article applies to any transaction, regardless of form, that creates a lease. [UCC, 2A-102] Contracts that discuss the lease of a car, equipment, or property fall under the UCC Article 2A. Article 2 was written so that the transactions between businesses would be more elastic than the mirror image rule, in common law, to allow flexibility making contract formation easier to

Lewis is a case in which the mirror image rule is applied and gives an example of common law governing a contract. The Prides owned a house located in Nodaway County. They listed their house for sale when they moved to a farm and found a tenant to rent the house until it sold. They received an offer from Lewis to purchase the house for $55,000. The initial offer from Lewis was rejected. The Prides realtor presented them with the second contract, already signed by Lewis and his realtor. This contract that was signed by Lewis on April 9, 2003, which stated a closing date of May 15, 2003. The Prides had changed the date, by hand, to June 1, 2003, and signed the contract on April 9, 2003. The Prides and their realtor initialed the change however Lewis did not. On the day of closing, Lewis nor his realtor had appeared. When the closing did not occur, the Prides sent him a letter letting him know of his default and relisted the house with a realtor. The house sold for $40,000 in June 2004 and they were unable to find a tenant for that entire year. The Prides sued for breach of contract, seeking the damages for the difference between the $55,000 and the $40,000 it sold for. The trial court entered judgment in favor of the Prides, however, Lewis appealed. The appellate court Judge, Judge Presiding Ulrich states, "A contract does not exist without a definite offer and a ‘mirror-image' acceptance. Any acceptance that includes new or variant terms for the offer presented