AEW Final - Contracts Flashcards
Does Article Two apply?
Art. 2 applies to the sale of goods.
What is a sale?
A sale is the passing of title from seller to buyer for a price.
What are goods?
Goods are things (tangible items) that are movable at the time identification to the contract.
Who is a merchant?
Some rules under Article 2 apply only to merchants. A merchant is one who deals in goods of the kind sold or who by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction. Anyone in business would likely qualify as having knowledge of the practices involved in this transaction.
Was a K formed / how do you tell if a K is formed?
K may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contractA contract requires mutual assent (offer and acceptance) and consideration.K = O + A + CConsideration = bargained for exchange and legal value
Was there an offer / what is an offer?
An offer is the manifestation of intent to enter into an agreement so that the offerree knows their assent is desired and will finalize the agreement.An offer is (1) a manifestation of intent to contract by one party, (2) with definite or reasonably certain terms, (3) that is communicated to an identified offeree.
Was there acceptance / what is acceptance? Implied: what is a counter offer?
Common law acceptance = manifestation of assent to the terms of the offer in the manner required by the offereeA definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.A counteroffer is a rejection of an offer by manifesting intent to enter into a new/different bargain
What is a firm offer?
If:Offerby MerchantTo buy or sellGoodsSignature/Signedin Writingwith assurance offer will be held openThen:Not revocableEven if no considerationTime—- if time stated; w/i 3 mo - for time stated |||||||| after 3 months - irrevocability period is 3mo – offer could stay open but becomes revocable after 3 months (unless consideration provided)—- if no time stated; irrevocability period = reasonable time if w/i 3mo limitNote: if terms of assurance are on form supplied by offeree
What is a continuing offer?
Some offers are offers for a series of contracts and, like all offers, are revocable at will unless made irrevocable by statute or by payment of consideration. Because PC’s offer could be inter‐ preted as inviting multiple acceptances in the form of several orders over the six‐month period, a court could conclude that it is a continuing offer for a series of contracts.
How does the issue of power to revoke come up in a firm offer problem?
At issue is whether the offeror had any power to revoke the offer.A revocation is the retraction of an offer by the offeror. Offers can generally be revoked at will by the offeror subject to certain limitations.
1st limitation: (option contract)An option K is when the offeree gives additional consideration to hold the offer open, and the option K is irrevocable for the time stated.
2nd limitation: (merchant’s firm offer rule)Under Article 2, if a merchant offers to buy or sell goods in a signed writing with assurances that the offer will be held open, then, the offer is not revocable, even for lack of consideration, during the time stated. Article 2 limits this irrevocability period to no more than three months.
3rd limitation: (detrimental reliance) Where the offeror could reasonably expect that the offeree would rely to her detriment on the offer, and the offeree does so rely, the offer will be held irrecoverable as an option K for a reasonable length of time.
