This assignment tests your understanding of Learning Objective #2 – “Explain the difference between…

This assignment tests your understanding of Learning Objective #2 – “Explain the difference between Common Law contracts and contracts governed by the UCC.”

In chapter 11 you learned about the nature of common law contracts. In chapter 20 you learned about contracts for the sale and lease of goods that are controlled, in 49 states, by Article 2 of the Uniform Commercial Code (UCC”).

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Article 2 of the Uniform Commercial Code provides that whenever a conflict arises between a common law contract rule and the state statutory law based on the UCC, the UCC controls. In other words, when a UCC provision addresses a certain issue, the UCC rule governs. When the UCC is silent, the common law governs.

In your own words, explain the major differences between common law contract law and contracts for the sale of goods governed by the UCC. For each difference, provide a specific example that shows how the two types of law differ.  The example must be in your own words – do not simply lift the examples listed in the text. The example should include (1) a description of the contract, (2) the names of the parties to the contract and (3) the object of the contract.

This project should be done in a table form, with 3 columns – use your word processing program to create the table. I have included in example of a table in Word .docx format in the modules. Please be creative with your table; however, your table should be professional as if you could present it at a job interview. Your table should be in the following format:



Explanation of difference

Specific example showing difference


Describe difference #1

Explain differences in your own words, showing me that you understand the differences.

Do not just define the difference. You must show me that you understand it.

Cutting and pasting a definition from the book will result in zero credit for this portion of the AP.

Provide unique examples. Do not use the examples provided in your book and do not merely change the names or object of the contract.


Describe difference #2

{continue table for each difference}

The assignment may be completed by referring to the text book. There is no need to perform any research outside of the text book, and you will receive no extra credit if you do so. If you use any internet sources for your work you will receive no credit.

Do not wait until the last minute to try to submit the paper – you may encounter problems with your internet connection or with Canvas and have problems upload the assignment. Such problems will not excuse a late assignment.  See, Anwar v. Johnson, 720 F. 3d 1183 (9th Cir., 2013)

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