Answer:
A contract based on common law differs from one based on the Uniform Commercial Code (UCC) primarily in terms of the applicable legal framework and rules that govern the contract.
A contract based on common law applies to agreements involving services, real estate, and non-goods transactions, while the UCC governs contracts primarily related to the sale of goods. Common law contracts require offer, acceptance, consideration, and mutual assent, whereas the UCC allows for more flexible contract formation through conduct and course of dealing. In terms of terms and obligations, common law contracts rely on express terms and negotiations, while the UCC provides default rules and gap-filling provisions for incomplete or unspecified contract terms. Performance is fulfilled through substantial performance under common law, while the UCC requires strict compliance with perfect tender in contracts for the sale of goods. Remedies differ as well, with common law offering a wide range of remedies like specific performance and compensatory damages, while the UCC provides specific remedies tailored to sales of goods such as repair, replacement, or price adjustments.