REG Contracts: get the rule fast, apply it cleanly

The rules, one page each

1. UCC firm offer basics: merchant, signed assurance, three‑month capStep by step

   Under UCC §2‑205, a merchant’s signed written assurance that an offer to buy or sell goods will be held open is irrevocable without consideration for the time stated, but in no event longer than three months. Only the offeror must be a merchant. If the assurance is on a form supplied by the offeree, the offeror must separately sign the assurance clause.

2. UCC Merchant Confirmation: The 10-Day Written Objection RuleStep by step

   Between merchants, a confirmation sufficient against its sender satisfies the Statute of Frauds if received within a reasonable time, the recipient has reason to know its contents, and no written objection is given within 10 days after receipt.

3. UCC Statute of Frauds: Specially Manufactured GoodsSort it

   An oral order for buyer-specific goods unsuitable for resale in the seller's ordinary business can be enforced for the entire quantity if the seller substantially begins manufacture or makes procurement commitments before receiving cancellation notice.

4. Predominant-Purpose Test: Does UCC Article 2 Apply?Step by step

   Under the predominant-purpose test, an integrated mixed contract falls under Article 2 if movable goods are its main objective. If services predominate and goods are incidental, common law governs.

5. Contract modifications: UCC good‑faith vs. common‑law consideration, and when a writing is requiredSide by side

   UCC §2‑209 permits good‑faith modifications without new consideration, but modifications that bring the contract within the Statute of Frauds (e.g., raise quantity/price above threshold or a no‑oral‑modification clause) must be in a signed writing. Under common law, a modification is enforceable only if supported by new consideration; preexisting duty is not enough.

6. Offer and acceptance timing: mailbox rule, required methods, and optionsTimeline

   Mailbox rule: unless the offer provides otherwise, an acceptance by an authorized means is effective upon dispatch. Revocations, rejections, and counteroffers are effective upon receipt. If the offer prescribes a specific method or requires receipt, those terms control. Exercising an option is effective upon receipt, not dispatch.

7. Statute of Frauds basics: when a signed writing is required (UCC $500, one‑year rule, suretyship)Sort it

   A signed writing is generally required to enforce (1) a UCC sale of goods for $500 or more, unless an exception applies, (2) a promise that by its terms cannot be performed within one year from making, and (3) a promise to answer for the debt of another (suretyship), absent an exception.