Running head: LAW PROPOSAL
Common Law contacts should be used by businesses when they are entering into business
contracts between themselves and other businesses. This is because the business contracts
that are guided by common law are known to adhere to very strict rules that are the very
mirror image of the rules set. These contracts by common; law do not allow any changing to
be done to them once they are signed by the parties involved.
a. A contract is a legally binding agreement between two or more parties that can
either be oral or written.
3. Dispute Solution
a. The differences between the Uniform Commercial Code laws and the common
laws that govern contract signing between businesses in the end are known to
play a major role in the solving of disputes that arise as a result of contract
The contract law has two sources of laws that govern it that being the
common law and the Uniform Commercial Code.
ii. Contract law is able to control the agreements involving parties that
involve themselves goods, services, and money and employment
iii. The contract laws always ensure that both parties are able to adhere to
the promises that they set.
iv. The laws set ground rules that have to be followed by all parties so that
none of the parties involved will lose out on a promise made (Beatty
and Samuelson, 2007).
b. Uniform Commercial Code contract allows for changes to the terms of the
contract. It also deals mainly with the commercial transaction contracts mainly
between states and also may involve small and entrepreneurial businesses
i. The Uniform Commercial Code has nine articles and each of the
articles has provisions that relate to a very specific part of the
ii. Uniform Commercial Code mainly deals with issues relating to sales,
leases, negotiable instruments, the bank deposits, transfer of funds,
credit letters, bulk transfers and sales, investment securities and
iii. The main reason for the formation of the Uniform Commercial Code
laws in 1952 was so as to standardize the business laws in the United
States and ensure there is uniformity amongst the states. This is
because different states have different laws that govern their business
iv. Uniform Commercial Codes Laws do not cover some other business
related contracts such as real estate contracts, the service contracts and
also employment contracts (White et al 2010)
c. Common Law Application
i. Business transactions that involve provision of services or the hiring of
independent contractors to work for the business, a state’s statutes may
not help in the contract formation. It will require both parties to relay
on more general principles that govern the contract law and these are
mainly found in the common Law.
ii. The common Law contracts generally applies to the business contracts
that deals with the services, insurance, employment, intangible assets
and also the real estate (Furmston and Brownsword, 2010).
iii. The major difference between the common law contract and the
Uniform Commercial Code contract is the “acceptance”. The common
law is known to follow the “Mirror Image Rule” and this requires that
the acceptance should be an exact mirror image of the terms and
conditions of the offer found in the contracts for it to be legally
4. What is an offer?
a. An offer is the demonstration of the willingness of a party to be bound by the
contract. To create the contract into a binding one, the offered must accept the offer.
This will see a contract being created.
b. Acceptance of the terms of the contract must be unconditional and they should go
hand in hand with the terms of the contract.
c. Unlike the Uniform Commercial Code, changes can be made though they have to
affect the contract “materially”.
d. The Uniform Commercial Code is known to focus on the quantity unlike the Common
Law that not only focuses on the quantity but also on the price, time of performance,
the nature of the work and also other issues.
5. Contract creation
a. A contract must come up as a result of bargaining between parties involved.
b. A consideration is required so that a valid and enforceable contract can be
formed i.e. both parties involved in the contract should be able to receive
something of value to them.
i. A consideration can take the form of money or any other item of value
that is provided by either party to the other.
ii. When it comes to the modification and the discharge of the contract,
the uniform Commercial code allows for a modification without any
iii. The contract can also be discharged if it is found to have
impracticability. Under the common law; a contract cannot be
modified by any party without additional consideration (Blum, 2007).
6. Breach of contract punishment
a. In the common law, it allows the statute of limitation is four to six years.in the
Uniform Commercial Code, it is four years.
b. The statute of limitation is the deadline that is given to a business to file for a lawsuit
in case there is a breach of contract by either party.
c. Incase this period passes without a case being filed; the claim is no longer valid. The
intention of this law is so that they can facilitate an amicable resolution within a
reasonable length of time (In DiMatteo and In Hogg 2016).
Beatty, J. F., & Samuelson, S. S. (2007). Business law and the legal environment. Mason,
Blum, B. A. (2007). Contracts: Examples & explanations. Austin: Wolters Kluwer Law &
Furmston, M. P., & Brownsword, R. (2010). The law of contract. London: LexisNexis.
In DiMatteo, L. A., & In Hogg, M. (2016). Comparative contract law: British and American
White, J. J., Summers, R. S., & West Group. (2010). Uniform commercial code. St. Paul,
Minn: West Group.
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