What Body of Law Governs a Contract for the Sale of Goods?

When entering into a contract for the sale of goods, it is imperative that you have an understanding of how contract law will apply to your case. An experienced attorney can provide you with advice and information on the rules of contract construction and enforcement applicable to your agreement.

The rules for contract interpretation and enforcement may be established by common law or by statutory law. The body of law that governs a contract for the sale of goods is called the Uniform Commercial Code (UCC).  At Pintar Albiston, LLP, our Las Vegas business law attorneys have a comprehensive understanding of the UCC that we can put to work to provide you with advice during both contract negotiation and contract enforcement. To learn more, contact us today for help.

What Body of Law Governs a Contract for the Sale of Goods?

States have different common laws (judge-made laws) and statutes that apply to most types of contracts. This can make things complicated for companies that frequently do business on a national level. Choice of law issues could arise and there could be substantial disagreements regarding which states laws are controlling for the agreement.

To streamline the rules that apply to contracts so all parties have the same basic rules no matter what state they are from, the Uniform Commercial Code was created to establish set rules for a contract for the sale of goods. The UCC is a model code, which means that it does not actually have the force of law unless states adopt it. The UCC was written in 1952 (although it has been modified and updated) and it has been accepted in whole or in part by every state in the United States.

The state of Nevada has adopted provisions of the Uniform Commercial Code in Chapter 104.  Chapter 104(A) also deals with additional articles of the Uniform Commercial Code.

The UCC establishes the rules that apply to a contract for the sale of goods.  These rules address everything form how contracts should be interpreted to what standard form provisions are used when a contract does not address a particular issue.

One of the most important things that the UCC addresses is the battle of the forms. Typically, when merchants or professionals enter into an agreement, each professional individual or organization may have their own unique forms. The forms may be substantially similar in many ways but have important differences. If one company sends its form making an “offer,” to enter into a contract and the other company sends its own form “accepting,” but with different provisions, this could theoretically mean that there is no meeting of the minds and thus no valid contract.

However, this is not the way it works in businesses. The second form is treated as acceptance in many situations, and questions can arise regarding which contract terms dictate the actual agreement.  The UCC addresses this question, as well as many other issues that arise in business transactions.

To learn more about how the Uniform Commercial Code affects your contract agreements, and for help with all business contracts to ensure your company’s rights are protected, contact the Las Vegas business lawyers at Pintar Albiston LLP today.
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