Contracts Flashcards
UCC Article 2
UCC will govern contracts were the subject matter is goods- moveable tangible goods.
OFFER
Manifestation of present contractual intent, communicated to an identified offeree with definite and certain terms.
Defenses to formation
Misrepresentation
Mistake
Duress
Unconscionability
Undue influence
Illegality
Incapacity
Offer - common law vs Article 2 UCC
Definite and certain terms.
Common law
Parties
Subject matter
Quantity
Price
UCC
Parties
Quantity
Subject matter
Alternative Theories
Promissory Estoppel
Quasi- Contract
Moral Obligation
Remedies Breakdown
Monetary compensation
Equitable Relief
Mitigation of damages
Performance
Substantial Performance
Parol evidence
Warranties
Conditions
Excuses
Anticipatory Repudiation
Performance - completed
No breach
Advertisements
Not an offer but an invitation to offer
UCC quantity Exceptions
Under UCC sometimes quantity does not have to be specified.
Requirement- Seller sells buyer all that is required.
Output contract - seller sells his entire output to buyer.
Irrevocable uni-lateral offer
An offer of uni- lateral contracts is irrevocable once performance begins.
Merchant firm offer
A writing signed by a merchant.
Gives the offeree assurance
The offer will remain open and is irrevocable for lack of consideration.
During the time agreed upon.
No additional consideration needed.
Offeror
Expressed Revocation
Or
Revocation of offer
If the offeror
Communicates the offeree
They no longer wishes to be bound to the offer
Prior to acceptance.
Offer is terminated.
Option contract
Offeree pays additional consideration to have the offer remain open or the ability to purchase at a later date.
If no time is specified Orion will remind open for. Reasonable time - 90 days.
Merchant
One that regularly deals with the goods at issue.
Termination by law
Supervening illegality.
Product is band prior prior to acceptance
Product become illegal before acceptance
Or
Is destroyed prior to acceptance
Definition of constructive revocation
An offer is formed and before acceptance the offeree learns that the offeror has taken action that is absolutely inconsistent with the ability to contract.
Definition
Uni lateral offer
Uni lateral contract is formed once performance has began.
Termination of offer
+
Irrevocable offers
Express Revocation
Exceptions to ER
UCC form offer
Option contract
Uni-lateral contract ( performance begins)
Detrimental reliance
2. Constrictive Revocation.
3. Rejection
4. Counter offer
5. Death
6. Time lapse
7. Law
Acceptance
An unequivocal assent to the terms of the offer.
