ABSTRACT

The common law of contracts eventually frustrated modern commerce in goods with its technical rules about contract formation. The Uniform Commercial Code (U.C.C.) in the United States provides an overall legal structure for sales and other transactions in goods in order to resolve potential issues in commercial contracting. Where not otherwise addressed in contracts, the U.C.C., for example, helps solve common issues with conflicting terms and conditions, although prudent procurement professionals analyze significant inconsistencies, object, and negotiate to resolve them. The U.C.C. furnishes gap-filling rules for missing terms that under common law might have made contracts too indefinite to be enforceable. Among the most important U.C.C. additions to common law are implied warranties that provide a minimum level of quality. Further, the U.C.C. performance and remedy provisions erect a workable system for managing and asserting rights for breach of contract, even though they are often replaced or supplemented in written contracts.