Contracts Flashcards
UCC
applies to sale of “movable goods” (widgets)
hybrid cases
consider predominant purpose of tx
unilateral contract
promise for complete performance; irrevocable once offeree begins performance (option K)
bilateral contract
promise for promise; both parties bound; and revocable prior to offeree acceptance
offer
manifestation of rxable expectation that offeror will enter K with offered terms; requires promise, definite terms, and communication to offeree
promise
present commitment, not mere invitation to begin negotiations
terms of offer
terms of offer must be definite/certain and sufficiently identify subject matter (UCC requires quantity)
when is revocation effective
when received by offeree or publication through comparable means
when can an offer be terminated?
bilateral offers can be terminated anytime prior to acceptance; unilateral offers can be terminated prior to beginning performance
UCC firm offer
merchant signs writing agreeing to keep offer open for stated period (or up to 3 months)
restrictions on offer revocation
(1) UCC firm offer (2) option contract (3) detrimental reliance (4) part performance
acceptance
offeree objectively manifests assent to terms either expressly or by conduct
mailbox rule
acceptance effective when dispatched
mirror image rule
in CL K, every term must be accepted unequivocally, otherwise rejection/counteroffer
Battle of the Forms
UCC 2-207, K can be formed even with additional terms, if both parties are merchants, unless (1) acceptance is condition on assent to additional/different terms (2) original offer expressly limits to original terms (3) new terms are material alteration or (4) offeror objects in rxable time; if terms are different, knockout rule says conflicting terms are omitted and UCC fills in gaps with default
consideration
bargained-for-exchange or benefit-detriment; must not be nominal but mere peppercorn sufficient
exceptions to consideration
(1) illusory promise - performance is discretionary (2) gratuitous promise (gift) (3) past consideration
enforcing a K without consideration
(1) promissory estoppel - specific promise of future action, promisee’s action was rxably foreseeable to promisor, reliance from promise, and injustice without enforcement (2) quasi-contract - implied K to prevent unjust enrichment (3) implied best efforts for exclusive distributors
defenses to formation
(1) no mutual assent (mistake) (2) absence of consideration (3) incapacity (4) misrepresentation/fraud (5) duress (6) undue influence (7) unconscionability (8) public policy/illegality (9) SOF
SOF
the following contracts must be in writing to be enforceable - (1) marriage (2) land sale (3) K that cannot be performed within 1 year of agreement (4) guaranty (5) sale of goods over $500 unless merchant sends written confirmation and there is no written objection in 10 days
SOF requirements
writing must be signed and can be cobbled from multiple documents; CL requires subject matter, nature of K, and essential terms; UCC requires quantity
exceptions to SOF
(1) specially manufactured goods (2) merchant confirmation and no objection in rxable period (3) admission in court (4) partial performance
parol evidence rule
evidence of prior or contemporaneous oral or written terms are inadmissible to vary or contradict the terms of a fully integrated agreement, but can be introduced to explain; such evidence may be used to supplement a partially integrated agreement
PER exceptions
(1) oral condition precedent (2) subsequent terms/modifications (3) collateral agreements (4) attacking validity of agreement
