Contracts Flashcards
UCC governs all contracts involving
sale of goods
Common law rules govern all contracts involving
services
When a K includes both goods and services, whichever one _______ will determine the governing law
predominates
Merchants include (3)
- A person who regularly deals in the type of goods involved in the transaction
- A person who by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction
- In some instances, any businessperson when the transaction is of a commercial nature
A valid K requires (3)
Offer, acceptance, consideration
An offer requires what to the offeree
a promise, terms, and communication to the offeree
Promise
A statement indicating a present intent to enter into a contract
CL rule for terms of K
All terms must be provided (parties, subject matter, price, quantity)
UCC rule for terms of K
Essential terms are the parties, subject matter, and quantity. A court will gap fill any missing terms
If the K is silent as to delivery, the default place for delivery under the UCC is
Seller’s place of business
The offer must be ______ to the offeree
communicated
Bilateral contract
K in which parties exchange promises, can be accepted by a promise OR by beginning performance
Unilateral contract
K in which the offeror makes a promise and the offeree must perform; can only be accepted by complete performance
Offered _______ and _________ often indicate a unilateral contract
rewards and contests
To form a unilateral contract, the offeree must (2)
- know about the offer and 2. intend to accept the offer by completing performance
Option contracts (CL)
An offer where the offeror promise to hold the offer open for a certain period of time; the offerree must pay consideration to the offeror to hold the offer open
Firm Offers (UCC)
Offeror is a merchant and the offeror gives assurance that the offer will remain open in a signed writing
Irrevocability of a firm offer cannot exceed _____ days
90
An offer can be terminated if the offeror
revokes the offer prior to acceptance
Revocation is effective when _____
received
Constructive revocation
If the offeree acquires reliable information that the offeror has taken definite action inconsistent with the offer, the offer if automatically revoked
Offers can be irrevocable in certain circumstances (2)
- Option/firm offer
- Unilateral contracts: if the offeree has started to perform under a unilateral contract, the offeror cannot revoke the offer
Counteroffer by offeree
A counteroffer acts as a rejection of the original offer and creates a new offer
If the offeror dies before the offer is accepted, the offer will be _____
terminated