Feeling confused about whether the UCC or Common Law applies to a contract fact pattern? This distinction is absolutely critical for the bar exam and can change everything from formation rules to how modifications work! The Study for the Bar in Your Car podcast is here to help you untangle this common source of confusion in our latest episode.

We dive deep into how to determine the governing law. Generally, common law applies to contracts for services, real estate, and intangible assets. Think hiring a landscaper or buying a house.

On the flip side, UCC Article 2 specifically governs contracts for the sale of goods. We define "goods" as things that are tangible and movable when identified to the contract.

What about those tricky mixed contracts involving both goods and services? We walk you through the dominant purpose test, where courts look at whether the main point of the deal is the goods or the service to determine the governing law for the entire contract. We also cover the exception where payment is clearly divided between goods and services, allowing both laws to apply to their respective parts.

Learn why being a "merchant" under the UCC definition is important, as it triggers special rules. We also touch on the fundamental requirement of good faith and fair dealing that applies to all contracts, whether under UCC or Common Law.

Crucially, we highlight the key differences in contract formation. The UCC is generally more flexible than the strict Common Law mirror image rule. Under the UCC, a contract can be formed even if some terms are left open, provided the parties intended a deal and there's a reasonable basis for a remedy; quantity is often the most essential term. We explain how the UCC provides "gap fillers" for missing terms like price or delivery. We also cover the UCC's special rules for merchants, including firm offers which are irrevocable without consideration and how acceptance works under the Battle of the Forms.

Mastering these distinctions is essential for success on your bar exam. Tune in to Study for the Bar in Your Car to get a clear and actionable framework for tackling UCC vs. Common Law questions. Don't get tripped up by the governing law – listen and subscribe!