Which Jurisdiction Should Govern The Agreement Between The Parties?

1585 Words Nov 23rd, 2016 7 Pages
The issues are what jurisdiction shall be used to govern the deal between the parties, issues with the formation of the agreement, warranties, warranty damages, consequential damages, search costs, lost profits, recession.

The first issue is determining which jurisdiction should govern the agreement between the parties – Article 2 of the Uniform Commercial Code, the Common law, or the CISG? When the subject matter of a transaction is for the sale of goods, Article 2 of the UCC is used to analyze the deal between the parties. Article 2 of the UCC governs the formation, performance, and damages. When the subject matter of the transaction is not for the sale of goods or is to provide a service, the common law is used to analyze the deal between the parties. The Common law governs formation, performance, and damages. When the transaction is for non-consumer goods and between parties from different nations, the Contracts for the International Sale of Goods is used to govern the transaction. The CISG governs formation, performance, and damages. In this case, the party’s agreement would be considered a hybrid contact as the agreement includes a goods component, as well as a service component. Since the agreement between the parties is a hybrid contract we can use the Predominate Purpose Test or the Gravamen Test to determine whether the UCC or the Common law should govern. Using the Predominate Purpose Test we can look at what the predominate purpose of the contract was for- the…
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