Contracts

Question 1

Merchant Firm Offer

Answer 1

Rule: An offer by a merchant, in a signed writing, which by its terms, gives assurance that the offer will remain open, is irrevocable during the state period.

• If no time is specified, the offer can remain open for no greater than 90 days.

Question 2

Main Purpose Rule

Answer 2

Re: SoF Requirements for Suretyships

Rule: if it can be shown that a guarantor’s promise to answer to another’s debt is motivated primarily by the guarantor’s own personal interest, the SoF requirement is excused and the contract may be enforced absent a writing.

Question 3

Unilateral Mistake

Answer 3

Rule: not a defense to breach unless the unmistaken party knew or should have known of the mistake.

Question 3

Merchant’s Confirmatory Memo Exception

Answer 3

UCC Rule: in an agreement between two merchants, if one party sends the other a written confirmation of an oral agreement and it is sufficient to bind the sender, it will also bind the recipient if:

1. he has reason to know of the contents of the memo, AND
2. he does not object within 10 days of receipt.