Common law contract	UCC contract
Scope	Real property Intsngible property Personal property	Sales of goods
Parties		Between merchants Not between merchants
Open terms	Not aloowed	Allowed except open quantity.But this is contingent on seller.
Option	Yes	Yes
Firm Offer		By a merchant in a signed writing
Mirror image rule	Unequivocal & unconditional	Aditional terms are OK.Prompt promise is OK.Nonconforming goods are OK.
Mail box rule	Unauthorized means Not the same means Offer said "Acceptance is effective when received".	Offer said "Acceptance is effective when received".
Modification	Need Consideration	No Consideration
Statute of Frauds	Real propertyy Surety More than 1 year	Goods more than $500

Open terms	Gap filling rule
Open price	Reasonable price
Open delivery place	seller's place of business
Open time for shipment or delivery	Reasonable time
Open time for payment	At the time & place on delivery
Open quantuty	Not allowed Except:Output contract(UCC 2-306)&Requirement contract(UCC 2-306)

	Option contract	Firm offer
Common law	Yes	No
UCC	Yes	Yes
Offeror	Anybody	Merchant
Must be signed in writing	No	Yes
Consideration	Reqired	Not reqired
Rejection by offeree	Not terminating offer	Terminating offer

UCC exceptions(Oral contract)
• Specially manufactured goods for a buyer
• Part performance
• Admission by Court
• Mercant memo rule
  1. One party sent the written confirmation letter within reasonable time.
  2. Another party has reason to know its contents.
  3. Unless written notice of objection within 10days after receipt.

1. F.O.B.[Free On Bord]
2. F.A.S.[Free Alongside]
3. C.I.F.[Cost,Insurance and Freight]
4. C.O.D.[Collect On Delivery](UCC 2-513(3)(a))

   The buyer may not inspect the goods before paying for them.

• Sales on Approval

  if the goods are purchased for use by the buyer

• Sales or Return

  if the goods are purchased for resale by the buyer

	Title & ROL
	after delivery	acceptance	rejection by buyer
			Title & ROL	cost of rejection
Sales on approval	Seller	Buyer	Seller	Seller
Sales or Return	Buyer	Buyer	Buyer	Buyer

• Passage of Title
  1. Identification

     insurable interest ==>buyer & seller
     Special property=right to recover=The buyer may recover goods identified to the contract if he/she has paid part of their prices and the seller becomes insolvent within 10 days after receiving the first payment(UCC 2-502).

  2. Shipment
  3. Tender
  4. Tender of delivery
     1. conforming goods
     2. buyer's deposition
     3. notification

     delivery terms		title passes to buyer	ROL passes to buyer
     warehouse(without moving)	No W/R	at time of contract	at time of contract
     	W/R	upon delivery of W/R	upon delivery of W/R
     shipping contract FOB shipping point,Ex-ship/COD/No arrival,no sale		upon delivery to destination point	upon delivery to destination point
     No delivery terms	Merchant	Buyer's place	upon receipt by buyer
     Nonmerchant	Seller's place	upon tender of delivery

     Under shipment contract,ROL remains on seller in one of the below conditions.
     

     1. shipment of nonconfirming goods
     2. failure of the means of delivery
     3. No shipping documents to buyer
     4. No notice of shipment to buyer

  5. Receipt(=buyer's physical possesion)
  6. Inspection
     1. reasonable place & time
     2. reasonable manner
  7. Acceptance
  8. Tender of payment

     If contract provides no provision,open time for payment is applied.

Type	Creation	Seller action	applies to seller of	exception
Warranty of title Transfer of good title Rightful transfer No security interest No lien No encumbrance	automatic	No	Merchant&Nonmerchant
warranty against infringement	automatic	No	Merchant	Buyer's spec.
Express warranty	basis of bargain such as affirmation of fact promise description of goods sample or model	Yes	Merchant&Nonmerchant
Implied warranty of merchantability	automatic	No	Merchant
Implied warranty for fitness of particular purpose	Creating on contract Seller knows buyer's particular purpose Buyer relies on seller's skill and judgment	Yes	Merchant&Nonmerchant	Buyer's spec.

	withholding delivery	stopping	reclaiming goods
Rejection
Revocation
Repudation	X	X
Tender of payment		X
Buyer's insolvency	X	X

	Privity	Negligence	Plaintiff must proof	Defendant's defence
Negligence	No	Yes	Breach of due care Damages Cause in fact	Contributory negligence	Comparative negligence Assumption of risk
Strict liabilities	No	No	defective product Unreasonably dangerous Damages Defect causes damages	Assumption of risk Misuse