This document provides an overview of Articles 2 and 2A of the Uniform Commercial Code (UCC) which govern the formation of sales and lease contracts. It defines key terms like goods, merchants, sales, leases, offers, acceptance and statute of frauds. It also compares the UCC approach to contract formation and requirements to the common law of contracts.

1. Chapter 18 Formation of Sales and Lease Contracts CHAPTER 18 FORMATION OF SALES AND LEASE CONTRACTS © 2010 Pearson Education, Inc., publishing as Prentice-Hall

13. Finance Lease (continued)

27. Comparison of Contract Law and Law of Sales (1 of 3) Topic Common Law Contracts UCC Law of Sales Definiteness Contract must contain all of the material terms of the parties’ agreement. UCC gap-filling rules permit terms to be implied if the parties intended to make a contract. Irrevocable offers Option contracts. Option contracts. Firm offers by merchants to keep an offer open are binding up to three months without any consideration.

28. Comparison of Contract Law and Law of Sales (2 of 3) Topic Common Law Contracts UCC Law of Sales Counteroffers Acceptance must be a mirror image of the offer. A counteroffer rejects and terminates the offer. Additional terms of an acceptance become part of the contract if (1) they do not materially alter the terms of the offer and (2) the offeror does not object within a reasonable time after reviewing the acceptance.

29. Comparison of Contract Law and Law of Sales (3 of 3) Topic Common Law Contracts UCC Law of Sales Statute of Frauds Writing must be signed by the party against whom enforcement is sought. Writing may be enforced against a party who has not signed it. Modification Consideration is required. Consideration is not required.