Contracts

Common-law and UCC Article 2 contracts: formation, defenses, performance, breach, remedies and third-party rights.

1 chapter1 hour of reading32 practice questions

Read chapter 1 free Practice 10 questions Watch the lesson

Chapters

1Governing Law and the Anatomy of a ContractWhich body of law governs a contract, and the vocabulary every later chapter uses: the choice between the common law and UCC Article 2, goods and merchants, the predominant purpose and gravamen tests for mixed contracts, bilateral and unilateral contracts, implied-in-fact contracts and quasi-contract, void, voidable and unenforceable agreements, the 3-part formation roadmap and the 8-step Contracts attack order, with the California Civil Code and Commercial Code equivalents and the few California rules that differ.Video lesson60 minFree

How California differs

From chapter 1

CACalifornia distinction

Mixed contracts in California

General rule (federal / majority)

Most courts and the MBE: the predominant purpose decides which law governs the whole contract (Bonebrake v. Cox).

California

Com. Code § 2102(b) (effective January 1, 2024): predominant purpose still decides whether Division 2, California’s Article 2, governs the transaction. If goods predominate, other law may still govern the service parts. If services predominate, the Division 2 provisions about the goods still apply to the goods. The Content Map also lists the gravamen test.

On a California essay, state the predominant purpose test first. Add § 2102(b) when the call names California law, and the gravamen test when the complaint concerns only one component. On the MBE, use predominant purpose only.

CACalifornia distinction

The formation formula: general law and the Civil Code

General rule (federal / majority)

General law states formation as mutual assent plus consideration (Rest. § 17). Capacity, legality and the other grounds for escape are treated as defenses, argued after formation.

California

Cal. Civ. Code § 1550 lists 4 essentials: capable parties, consent, a lawful object and sufficient consideration. Capacity and legality are elements of the contract itself in the statutory wording.

The result is usually the same. When the call names California law, use the 4 elements of § 1550 as your formation headings, then apply the general rules under each.

Lessons

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Priya Raman

Contracts lecturer

Commercial-transactions partner; UCC and supply-chain contracts; teaches with checklists.

Our lecturers are AI-voiced teaching personas; the portraits are illustrations.

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