<P> The overriding philosophy of the Uniform Commercial Code is to allow people to make the contracts they want, but to fill in any missing provisions where the agreements they make are silent . The law also seeks to impose uniformity and streamlining of routine transactions like the processing of checks, notes, and other routine commercial paper . The law frequently distinguishes between merchants, who customarily deal in a commodity and are presumed to know well the business they are in, and consumers, who are not . </P> <P> The UCC also seeks to discourage the use of legal formalities in making business contracts, in order to allow business to move forward without the intervention of lawyers or the preparation of elaborate documents . This last point is perhaps the most questionable part of its underlying philosophy; many in the legal profession have argued that legal formalities discourage litigation by requiring some kind of ritual that provides a clear dividing line that tells people when they have made a final deal over which they could be sued . </P> <P> Article 2 deals with sales, and Article 2A deals with leases . </P> <Ul> <Li> Firm offers (offers by a merchant to buy or sell goods and promising to keep the offer open for a period of time) are valid without consideration if signed by the offeror, and are irrevocable for the time stated (but no longer than 3 months), or, if no time is stated, for a reasonable time . </Li> <Li> Offer to buy goods for "prompt shipment" invites acceptance by either prompt shipment or a prompt promise to ship . Therefore, this offer is not strictly unilateral . However, this "acceptance by performance" does not even have to be by conforming goods . </Li> <Li> Consideration--modifications without consideration may be acceptable in a contract for the sale of goods . </Li> <Li> Failure to state price--In a contract for the sale of goods, the failure to state a price will not prevent the formation of a contract if the parties' original intent was to form a contract . A reasonable price will be determined by the court . </Li> <Li> Assignments--a requirements contract can be assigned, provided the quantity required by the assignee is not unreasonably disproportionate to original quantity . </Li> </Ul>

Contracts are governed primarily by statute including the ucc