Contracts - Applicable Law and Vocab

Question 1

Applicable Law: When do you apply UCC article 2 and when do you apply the common law, and finally when do you apply UCC article 2A?

Answer 1

• Article 2 applies to “sale of goods” (“goods” are moveable, personal property)
• Article 2A applies to the “lease of goods” (not a lease of real property, and 2A is only in NY)
• Common law applies to all other contracts

Question 2

Express Contract

Answer 2

contract created by the parties’ words (oral or written)

Question 3

Implied-In-Fact Contract

Answer 3

contract created by the parties’ conduct

Question 4

Restitution (Quasi-Contract)

Answer 4

Protects against “unjust enrichment” whenever contract law yields an unfair result - it is a remedy of last resort

BRKU - “Bobby Ripped Kim’s Uggs”

(1) P conferred a BENEFIT
(2) P REASONABLY EXPECTED to be compensated for its value
(3) D KNEW or had reason to know of P’s expectation
(4) D would be UNJUSTLY ENRICHED if he were allowed to retain the benefit without compensating the P

Question 5

BiLateral Contract

Answer 5

Contract where an offer can be accepted in “any reasonable way” (very flexible)

Question 6

Unilateral Contract

Answer 6

Contract where an offer can be accepted only by performance
-comes up in 2 situations: (1) where offer expressly states that it can only be accepted by performing and (2) rewards, contests or prizes where it is evident that you will receive only by performing

Question 7

Mixed Contract for sale of goods and services

Answer 7

Rule: ask yourself what is the more important element of the contract and apply that

e.g. Martha Steward buys “guide to insider trading” and the price includes a free class - predominantly a sale of goods - SO APPLY UCC