List four areas of contract law where the common law of contracts and the law of sales differ. Give both the common law rule and the rule under Article 2

Answer 1

There are at least nine possible answers. Students should mention four of the following possibilities. (1) An underlying policy of the Code is to permit the continued expansion of commercial practices through custom, usage, and agreement of the parties. In particular, the Code places great emphasis on course of dealings and usage of trade in interpreting agreements. (2) A novel feature of the Code is the establishment of separate rules that apply to transactions between merchants or involving a merchant as a party. (3) A firm offer is not revocable for lack of consideration. Under the common law, an offer can be revoked at any time unless there is detrimental reliance or consideration to support an option contract. (4) The court, to determine whether in its commercial setting, purpose, and effect it is unconscionable, may scrutinize every contract of sale. (5) All parties who enter into a contract or duty within the scope of the Code must perform their obligations in good faith. (6) The Code's basic approach to validation of a contract is to recognize contracts whenever the parties manifest such intent. This is so whether or not the parties can identify a precise moment at which they formed the contract. Even though one or more terms to a contract may have been omitted, the contract need not fail for indefiniteness. (7) The common law "mirror image" rule, by which the acceptance cannot vary or deviate from the terms of the offer, is modified by the Code. The Code addresses the battle of the forms problem by focusing on the intent of the parties. (8) The Code provides that where the language in the offer or the circumstances do not otherwise clearly indicate, an offer to make a contract invites acceptance in any manner and by any medium reasonable in the circumstances. (9) The Code has abandoned the common law rule requiring that a modification of an existing contract be supported by consideration in order to be valid. A contract for the sale of goods can be effectively modified without new consideration, provided the modification is made in good faith.