Contracts

UCC Article 2 governs transactions in goods (things movable when identified to the contract); the common law, as reflected in the Restatement (Second) of Contracts, governs services, real estate, employment, and most other contracts.

The predominant-purpose test: if the predominant purpose of the whole contract is the sale of goods, the UCC governs the entire contract; if services predominate, the common law governs. A minority applies a gravamen test, applying the UCC only to the goods portion at issue.

The common law applies, because under the predominant-purpose test the contract is predominantly for services (labor and installation), with goods incidental.

A merchant is one who deals in goods of the kind or holds itself out by occupation as having knowledge or skill peculiar to the goods or practices involved. Certain Article 2 rules apply only to merchants, such as the firm-offer rule, the merchant's confirmation exception, battle-of-forms additional terms, and the implied warranty of merchantability.

Assent is judged by the party's outward words and conduct as a reasonable person in the other party's position would understand them; undisclosed subjective intent is irrelevant, though a statement a reasonable person would recognize as a joke is not an offer.

An implied-in-fact contract is a true contract whose mutual assent is inferred from the parties' conduct; an implied-in-law contract (quasi-contract) is not a real contract but a restitutionary remedy imposed to prevent unjust enrichment.