Question

UCC Article 2 intentionally modifies part of the common law of contracts, in that Article 2 covers the sale and lease of goods but not services. The question is always when is a contract for the sale of goods really a contract for the sale of a service? For example, if you contract to have a bathroom retiled, is this a contract for the sale of tile (covered by Article 2) or a contract for the installation of the tile (a service, not covered by Article 2)? That is, why does the distinction between sale of goods and purchase of services exist in Article 2, and what determines if a contract is a contract for the sale of goods or the purchase of services?

Answer 1

UCC Article 2 covers sale of goods and include things which are moveable and does not include land and houses. Contracts between merchants are also governed by Article 2, UCC contracts are more flexible than common law contracts and does not include the definite terms and are not the mirror images like in the common law contracts. In UCC the terms which are in conflict to each other wiLL become part of gap fillers and these can be added into a contract, prices, dates, etc. can be filled in by the UCC gap fillers but quantity must be part of the contract.

Common law contracts includes services and the contracts which are not covered by UCC and it includes offer, acceptance and consideration and parties for the contract must have a capacity to enter into a contract and contract must be for the legal purpose. Acceptance must be a mirror image of the offer. Common law contracts can be a bilateral as well as unilateral contract.