CONTRACTS Flashcards
4 TYPES OF IRREVOCABLE OFFERS
- Performance begun following offer for unilateral contract.
- Option contract
- Merchant’s firm offer
- Promissory estoppel
MERCHANT’S CONFIRMATORY MEMORANDUM
- 2 merchants
- Written confirmation of oral agreement
- Must object within 10 days
- If no objection, statute of frauds is satisfied
ONCE CONTRACT IS FORMED, THEN CONSIDER:
- Defenses
- Third parties
- Parol evidence
- Conditions
- Discharge
- Remedies
(Damages, Specific performance, Rescission, Quasi-contract, UCC remedies)
MAILBOX RULE
In a bilateral contract, acceptance is effective upon dispatch;
EXCEPTIONS TO MAILBOX RULE
- Acceptance under option contract
- Unilateral offers
- Offer stipulates acceptance valid upon receipt
ACCEPTANCE UNDER UCC:
1) Promising to ship goods
2) Promptly shipping goods
- Acceptance and breach if nonconforming goods sent
- Counteroffer if non-confirming goods sent + an accommodation
UCC 2-104 “MERCHANT”
A person who deals in goods of the kind of otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practice or goods involved in the transaction or to whom such knowledge may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill.
“Financing agency”
A bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer
PAROL EVIDENCE RULE
reinforces the privleged status accorded to written instruments by the Statute of Frauds
SECTION 2-202
provides that the terms of a writing “intended by the parties as a final expression of their agreement” may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement.
