Contracts / UCC Art 2 (Sales)

Governing Law (Common Law vs.

UCC?)

Tips:
(1) If UCC applies, then identify if both parties are also merchants.
(2) If its unclear what type of contract it is, you might need to analyze all contract
issues both under Common Law and UCC rules.
Was there a definite offer?

Mutual Assent

Was it revoked or terminated?

Common law Mirror Image Rule issues

Was there
acceptance?

UCC Battle of the Forms (2-207) issues

Mailbox Rules apply to both C/L and UCC.

Contract
Formation

If there was a failure of consideration,

then does a consideration substitute
(such as promissory estoppel) apply?

Consideration

Mistake

Duress

Fraud

Illegality

Defenses to
Formation
Unconscionability

Incapacity

Infancy

A contract was formed, but was there

a 3d party beneficiary or was it
assigned or delegated?
Common law rules vs.
UCC rules differ
A contract was formed, but then was it
modified?

Watch for SOF and Parol

Evid.Rule issues.

A contract was formed, and now what are

the terms under the Parol Evidence Rule?

Performance
& Breach

Was there a breach

or anticipatory
repudiation?

C/L Material vs. minor breach

SOF Exceptions?

Note: This flow chart was

prepared by Washburn Bar
Services and is merely
intended as a supplement to
helping students gain
practical comprehension of
the MBE subject that it
reflects. There may be more
issues or more depth of
issues that will need to be
covered by students in a
usual bar study. It is not
intended to replace materials
for a comprehensive bar
program, such as BarBri or
Kaplan.

UCC Risk of Loss rules apply?

UCC Perfect Tender Rule

If there was breach, was there

excuse, discharge, and/or
satisfaction?

SOF

Existence of expressed or implied condition

that hasnt been validly waived?
Excuse

Discharge

Satisfaction

Liquidated Damages
Compensatory
Damages

Expectation / Benefit of the Bargain

Reliance

Impracticability

Remedies
Specific Performance

Rescission

Injunctive relief
Restitution

Cancellation

Impossibility

Frustration of purpose

Reformation

If no contract was formed, can court award reliance or quasi-contract (restitutionary) relief?
Washburn University School of Law, Bar Services