UCC Article 2 vs Common Law
Contracts & Sales · Lesson 07
UCC Article 2 vs Common Law
這一課問的是：本合約適用哪一套規則 —— UCC Article 2（貨物）還是 Common Law（服務、不動產等）？
Actor
Act
Object
Standard
Consequence
Issue · what this lesson is really about
Which body of law governs this contract — UCC Article 2 (goods) or the Common Law (non-goods)?
這一課問的是：本合約適用哪一套規則 —— UCC Article 2（貨物）還是 Common Law（服務、不動產等）？
Trigger words & phrases that should flag this issue:
sale ofgoodsservicesinstallationmixedpredominant
Core Terminology · 7 must-know
Tap a card to flip and reveal the meaning.
UCC Article 2
Tap to see meaning
Governs contracts for the sale of goods.
UCC 第二編：貨物買賣。
goods
Tap to see meaning
Movable, tangible items at the time of identification to the contract.
貨物：可移動、有形物品。
common law
Tap to see meaning
Governs services, employment, land, intangibles.
普通法。
mixed contract
Tap to see meaning
Goods + services in one transaction.
混合合約。
predominant purpose
Tap to see meaning
The contract is governed by the law matching its primary purpose.
主要目的。
Rule Sentence · the workhorse
UCC Article 2 governs contracts for the sale of goods; the Common Law governs other contracts; mixed transactions are governed by the body of law that fits the contract's predominant purpose.
Sentence Anatomy · 5 roles, 5 colors
Every rule sentence breaks into five visual roles.
Actor 行為人both parties雙方
Act 行為entering the deal訂約
Object 對象goods · services · land · mix貨物 / 服務 / 土地 / 混合
Standard 法律標準predominant purpose主要目的
Consequence 後果one body of law for the whole contract一套法律管整份合約
Casebook Snapshot · a real American case
Bonebrake v. Cox
Holding. A contract that involves both goods and services is governed entirely by Article 2 if its predominant purpose is the sale of goods; the test asks whether the transaction's thrust is rendering services with goods incidentally involved, or the sale of goods with labor incidentally involved.
Why it matters. Predominant-purpose test picks ONE body of law for the whole contract. Courts do not split.
Bonebrake：以主要目的決定一套法律管全合約。
Common Mistakes · what trips students
✗ 「服務 + 貨物」混合合約由 UCC 與 CL 各管一半。
✓ Predominant purpose picks ONE body for the whole contract.
主要目的把整份合約交給一套法。
✗ 土地相關合約是 UCC。
✓ Land is not goods; CL applies (and usually SOF).
土地不是貨物；適用 CL。
Mini IRAC · build the Application
Issue. Is a contract for a bowling-alley operator to buy and install $50,000 of equipment, with $3,000 of installation labor, governed by Article 2 or by the Common Law?
Rule. A mixed contract for goods and services is governed by the body of law that matches its predominant purpose.
Application (model). The contract called for $50,000 of equipment and $3,000 of installation labor, and the seller was a goods supplier. Because the predominant-purpose test picks one body of law for the whole transaction, the fact that the goods component vastly exceeded the labor component and the seller's business was selling equipment means the contract's predominant purpose was the sale of goods.
Pick the right element for each blank:
g1.
g2.
g3.
Conclusion. Therefore, UCC Article 2 governs the entire contract.
MBE Check · multiple choice
A homeowner hires a contractor to remodel a kitchen — $40,000 of labor + $15,000 of materials. Which body of law governs the contract?
Practice Drill · tap to build the rule
Drop the chips here in correct order:
Tap chips to add → tap chips in the target to remove: