The Uniform Commercial Code (UCC) is the law that governs many contracts for the sale of goods. The UCC does not apply to the sale of services, real estate, or professional services. The specific part of the UCC that deals with business sales is Article 2. The main way that the UCC affects business sales is in the offer and acceptance phase of sales contracts. Contracts are governed by the common law of contracts unless the UCC changes or modifies the rule.

Under Common Law a contract between party A and Party B must have clear detailed terms and conditions in order for a contract to exist. Under the UCC all that is needed for a contract to exist is the intention of party A and party B to enter into a binding agreement, even if some of the terms are omitted or left open.

How does the UCC differ from Common law contracts? Would the statute of frauds help in this area to protect individuals? What other defenses are there to the breach of a contract? Give reasons and examples to support your answers.