What Is A UCC Contract?

A UCC contract is a type of contract governed by the Uniform Commercial Code. The Uniform Commercial Code is a set of laws that govern commercial transactions in the United States. If you are entering into a commercial transaction, it is crucial to know whether the Uniform Commercial Code will apply to your contract.

The UCC was published in an attempt to standardize laws surrounding goods sales and purchases in the United States. This includes crops, minerals, timber, and shipments of goods. The UCC states that the buyer has the right to inspect the goods and revoke their acceptance if the goods are not up to standard. The inspection can happen after delivery and before the goods are paid for. An inspection can include a thorough examination as well as lab testing. However, if the goods are not rejected within a reasonable timeframe, they are considered automatically accepted.

Contact law can be challenging to understand, and different rules can apply to different businesses. If you need assistance, contact Resolvere Law PLLC by calling (480) 568-1327.

What Is A Common Law Contract?

A common law contract is a type of contract that is not governed by the Uniform Commercial Code. Instead, common law contracts are governed by common law and how it can pertain to a certain situation. Common law is a body of law that has been developed over time by judges through their decisions in court cases. Using precedent is how common law is enforced in court.

Contracts typically covered by common law include:

  • Land sales
  • Real estate
  • Personal services
  • Construction work
  • Trademarks
  • Patents
  • Software
  • Copyrights
  • Professional work

What Are The Differences Between UCC Contracts And Common Law Contracts?

Determining how your contract is covered can help you handle negotiations and discrepancies. There are several critical differences between UCC contracts and common law contracts.

Below are the main differences:


UCC contracts are typically much more formal than common law contracts. The Uniform Commercial Code is a detailed and specific set of laws. As a result, UCC contracts often contain many more provisions than common law contracts.


Common law contracts often contain more information than UCC contracts. For instance, common law contracts must include the offer, price, nature of work, quantity, and performance. Under UCC rules, only the quantity must be included.


UCC contracts are typically governed by different rules than common law contracts. The Uniform Commercial Code contains its own set of rules for how UCC contracts must be formed and interpreted. These rules are different from the rules that govern common law contracts.

For instance, under common law, if an offer is changed, this constitutes a rejection of the contract. Any counter-offer is considered a brand-new contract. UCC allows counter-offers to be considered as a part of the original offer.


Under common law, any modification made to the contract requires consideration. Under the UCC, consideration is not required. Modifications must be made in writing.

Remedy for Breaches

UCC contracts are typically subject to different remedies than common law contracts. If there is a breach of a UCC contract, the remedies available to the non-breaching party may be different than the remedies available under common law.

Statute of Limitations

UCC contracts are typically subject to different statutes of limitations than common law contracts. The statute of limitations is the period during which a party can bring a legal claim. UCC contracts are typically subject to shorter statutes of limitations than common law contracts. In most cases, the statute of limitations for UCC contracts is four years. For common law, and under Arizona law, a breach of contract is governed by a six year statute of limitations.

How Does Acceptance Differ Between Contracts?

A key factor to understand in the difference between common law contracts and UCC contracts is the definition of “acceptance.” Under the UCC, unlike the common law, the only changes that have an impact are the ones that “materially” affect the contract. If the changes are minor and do not affect the terms in a major way, the offer is still valid. UCC focuses mainly on quantity when determining terms for a contract.

Can a Lawyer Help with UCC and Common Law Contracts?

It can be helpful to have an experienced lawyer assist you with any UCC or common law contract issues. A lawyer can help you determine whether the Uniform Commercial Code applies to your contract. If it does, a lawyer can help you navigate the many rules and regulations that apply to UCC contracts. Familiarizing yourself with the many rules and regulations under the UCC is valuable if you are involved in buying or selling goods to customers. Without this understanding, you could breach a contract accidentally, leading to litigation.

If the Uniform Commercial Code does not apply, a lawyer can still provide valuable assistance in negotiating and drafting a common law contract. Understanding common law is just as valuable as understanding the UCC. Get the legal assistance you’re entitled to by calling Resolvere Law PLLC at (480) 568-1327.