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U.S. Contract Law

by blogtronix on 24 July 2006, 16:42   0 comments , 1013 views

US Contract Law


Contracts are mainly governed by state statutory and common (judge-made) law, and private law. Private law principally includes the terms of the agreement between the parties who are exchanging promises. This private law may override many of the rules otherwise established by state law. Statutory law may require some contracts be put in writing and executed with particular formalities.

The Uniform Commercial Code, whose original Articles have been adopted in nearly every state, represents a body of statutory law that governs important categories of contracts, such as quotations, credit terms and creditors. The main Articles that deal with the law of contracts are Article 1 (General Provisions) and Article 2 (Sales). Contracts related to particular activities or business sectors may be highly regulated by state and/or federal law.

Both the United States and the Netherlands are signatories to the United Nations Convention on Contracts for the International Sale of Goods (CISG) which governs contracts within its scope. If applicable to a given transaction, the CISG supplies “gap filling” rules that govern contract formation and set forth the rights and obligations of the buyer and seller. The CISG states, however, that “express contractual provisions” take precedence over the “default provisions” of the CISG. Thus, contracting parties remain free to specify whatever law or terms they wish to apply to their transaction, and may exclude altogether the application of the CISG to their contractual relationship.

Franchise contracts must comply with the “Franchise Rule” of the Federal Trade Commission. Additionally, each state has its own laws concerning franchises. These laws are mainly concerned with restrictions of contract freedom. Many states require a “just cause” in order to terminate the contract.
The International Chamber of Commerce (ICC) provides Model Contracts. However, it is advisable to contact an attorney when drafting contracts.


More information
For more information please consult the following links:


Contract: and overview: www.law.cornell.edu/topics/contracts.html

Uniform Commercial Code: www.law.cornell.edu/ucc/ucc.table.html

Institute of International Commercial Law: www.cisg.law.pace.edu


Disclaimer: Data and information is provided for informational purposes only, and are not intended to provide, and do not constitute, legal advice. Persons who need legal services should contact a duly licensed professional.
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