Contracts Flashcards
what prevails when the common law and UCC Article II differ on the sale of goods?
UCC
“goods” for UCC Article II purposes
tangible things, but not real estate, services, intangibles (patent, etc.)
Article II “merchant”
one who regularly deals in goods of the kind or otherwise holds himself out as having special knowledge or skills relative to the practices/goods sold
why are quasi-constructed?
to avoid unjust enrichment
unilateral contracts recognized under UCC
clear and unambiguous understanding that completion of performance is the only manner of acceptance
offer to the public, like a reward offer
void v. voidable contract
can’t be enforced v. party may elect to enforce
contract elements
mutual assent (offer and acceptance)
consideration (bargained-for exchange or substitute)
no defenses (mistake, illegality, statute of frauds, lack of capacity)
requisite specificity for subject in real estate contract
land and price terms
requisite specificity for subject in sale of goods contract
quantity
requisite specificity for subject in employment/services contract
duration for employment; nature of work for other services
if an accepted offer doesn’t specify duration for employment, considered terminable at the will of either party
when is a contract missing terms still deemed formed?
parties intended to make a contract
reasonably certain basis for remedy (court can supply reasonable terms, like price for goods or reasonable time for completion)
offer when a material term is ambiguous?
no; neither under common law nor UCC (different from missing term!)
how can uncertainty of a vague term by cured?
acceptance or full performance
when can an offer be indirectly revoked?
when offeree receives:
correct info
from a reliable source
of offeror’s acts indicating to a RPP the offer is off the table
(sold the car to someone else)
when is revocation effective?
when received by offeree (unless published; then it’s effective when published)
under UCC Art. II, how long is a merchant’s firm offer open (not revocable) without consideration
often stated; otherwise a reasonable time, up to three months
(if the offer says the option will stay open for more than three months, it’s only valid for three months)
when does a unilateral offer become irrevocable?
once performance has begun
counteroffer: new offer or rejection?
both
test for mere inquiry or counteroffer
whether a reasonable person would believe the original offer was rejected
when is rejection effective?
when received by offeror
what operations of law terminate an offer?
death or insanity of either party
destruction of K’s subject matter
supervening illegality
can an offeree’s power of acceptance be assigned?
generally not
if A sends B an offer and B sends A the same offer, is a K formed? what if the offers contain the same terms?
never. offeree must be aware of the offer!
if A finds O’s watch and returns it to O without knowledge of O’s reward offer, does A have a contractual right to the reward?
no