Contracts Flashcards
Article 2 applies to:
Sale of goods
Article 2A applies to:
Lease of goods (NY only. On MBE, just common law)
Restitution definition:
Protects against unjust enrichment whenever K law yields an unfair result. Restitution is the remedy of last resort
How much to recover in restitution?
Reasonable value of benefit conferred, not K price
Generally, advertisements are NOT offers, unless
the ad specifies a quantity
Requirements Ks: OK under Art 2?
Yes, fine. But buyer can’t catch seller by surprise
Bilateral K definition:
Where an offer can be accepted in any reasonable way
Unilateral K definition:
Where an offer can be accepted only by performing
An offer lapses after…
a stated term or a reasonable time has passed
General rule of offer revocation:
Offer can be revoked any time before acceptance, whether direct revocation or indirect
Indirect revocation definition:
Offeror engages in conduct that indicates he’s changed his mind AND the offeree is aware of the conduct
Offer can’t be revoked in four exceptions:
Paid option
Firm offer (Art 2)
Foreseeable reliance
Starting to perform in a unilateral K (more than mere prep)
Firm offer (Art 2) general rule about revocability:
In a sale of goods, if a merchant promises in a SIGNED writing to keep an offer open, the offer is irrevocable (“merchant” and “signed” broadly defined under Art 2)
Firm offer (Art 2) has time limit of:
3 months
Starting to perform in a unilateral K means you can’t revoke offer in MBE or NY?
MBE only. In NY, offer can be revoked until performance has been completed
Timing of revoking an offer:
Revocation is effective only when it is RECEIVED (no mailbox rule)
Counteroffer general rule:
Operates as a rejection, but mere bargaining does not
Conditional “acceptance” general rule:
Not acceptance, really just a counteroffer
Acceptance varying offer (common law) general rule:
Acceptance must mirror offer - MIRROR IMAGE RULE
Acceptance varying offer (Art 2 sale of goods) general rule:
Acceptance does NOT have to mirror offer. Offeree’s adding or changing a term doesn’t prevent acceptance under Art 2
Art 2 battle of the forms (acceptance varying offer) - offeree’s term is included ONLY IF:
- Both parties are merchants
- There is no material change (arbitration clause is considered material), and
- No objection w/in a reasonable time
Revocation of an offer… death?
Death of either party before acceptance terminates a revocable offer, but not an irrevocable offer (e.g. option)
Acceptance of K in a unilateral K. General rule re starting performance:
Starting performance is not acceptance. Completing performance is acceptance
Improper performance of K… is it acceptance?
CL: simultaneous acceptance and breach
Art 2: simultaneous acceptance and breach unless seller is sending the goods as an accommodation to buyer