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Quy tắc chung (liên bang / đa số)

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.

Quy tắc chung (liên bang / đa số)

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.