American Contract Law for a Global Age, 2017a

differently from other contracts? For that matter, why would we sometimes treat real
estate differently from other contracts?
Review Question 2. Notice that the determination of whether the agreement
in Tousley-Bixler Construction was for a sale of goods or not affected something
fundamental: the certainty (or not) of whether a contract between the parties even
existed. The contract formation rules of UCC differ substantially from the common
law. We have already seen how the doctrines of consideration and promissory
estoppel can cause a great deal of uncertainty for the legal status of parties to an
agreement. At this point in the course, how much value do you think the law of
contracts should place on certainty as opposed to fairness when those two values come
into conflict, as they inevitably do?
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Statutory Note. In connection with the Computer Network case that follows,
read UCC §§ 1–201(b)(3) (definition of “agreement”), 1–201(b)(12) (definition of
“contract”) and 2-204 (entitled “Formation in General”). As you read the case, keep a
running list for yourself on differences between the UCC and the common law on
contracts on how and when contracts are formed. You will find that a grasp of these
differences will be quite useful for the remainder of the course.
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COMPUTER NETWORK, LTD. v.
PURCELL TIRE & RUBBER COMPANY
Missouri Court of Appeals
747 S.W.2d 669 (Mo. App. 1988)
SIMEONE, Senior Judge.
[Purcell operated a small chain of tire stores. Its president was Robert Purcell
and its comptroller was Harry Chapman. Computer Network was a computer broker
who purchased computer hardware and software from IBM and other vendors and
resold it to customers. Curtis Brown was the president of Computer Network. The
parties had discussions about putting computers into Purcell’s office and stores,
which was a new idea in 1983. Brown worked with Purcell and Chapman on a
computer configuration for the company, and then negotiated with Chapman on
price.]
After these discussions were held and on February 23, 1984, Brown prepared
a letter, took it to Chapman at Purcell and Chapman signed it. Brown gave him a
copy. The letter read as follows:
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182 CHAPTER IV: ALTERNATIVE REGIMES