Contracts

The common law governs contracts for services and real estate; UCC Article 2 governs contracts for the sale of goods (movable, tangible personal property).

Under the predominant purpose test, the law governing the dominant element applies to the entire contract; if goods predominate, UCC Article 2 governs the whole contract.

A merchant is one who deals in goods of the kind, or otherwise by occupation holds themselves out as having knowledge or skill peculiar to the practices or goods involved.

Mutual assent (offer and acceptance), consideration, and the absence of a valid defense to formation.

An offer is a manifestation of present willingness to enter into a bargain, made so as to justify another person in understanding that their assent will conclude the deal; it creates a power of acceptance in the offeree.