General Intro And Offer Flashcards
Article 2 merchant
One who regularly deals in goods of the kind sold or who, otherwise by their profession holds themselves out as having special knowledge or skills as to the practices or goods involved.
Contracts involving goods and non-goods
If a sale involves both goods and services, you will determine which aspect is dominant and apply the law governing that aspect to the whole contract. However, if the contract divides payment between goods and services, then article 2 will apply to the sale portion and the Common law will apply to the services portion.
Good faith and fair dealing
Every contract within the UCC imposes and obligation of good faith and its performance and enforcement. Good faith is honesty in fact and the observance of reasonable commercial standards. The common law also imposes a duty of good faith and fair dealing. Breach of duty involves exercising, discretion and way that deprives the other part of the fruits of the contract.
Offer
For communication to be an offer, it must create a reasonable expectation in the offeree that the offeror is willing to enter into a contract on the basis of offer terms. Ask: was there an expression of a promise, undertaking, or commitment to enter the contract? Were there certainty and definiteness in the essential terms? Was there communication of the above to the offeree?
Invitations to deal versus offers
Phrases such as I quote, I am asking $30 for, and I would consider selling for, are generally construed as invitations to deal rather than offers. 
Surrounding circumstances of the promise
The circumstances surrounding the language is considered by courts, and determining whether an offer exists. If a statement is made in jest, anger, or by way of bragging, and it is reasonably understood in this context, it will have no legal effect.
Media and advertisements as offers 
He brought her the communicating media, the more likely it is that the courts will view. The communication is merely the solicitation of an offer. Advertisements, catalogs, letters, and the light containing price quotations are usually construed as merely invitations for offers. 
Definite and certain terms of offers 
An offer must be definite and certain and its terms. The basic inquiry is whether enough for the essential terms have been provided so that a contract, including them is capable being enforced must identify the offer or class, the subject matter of the deal must be certain so that a court can tell with reasonable accuracy what the prom is. An offer involving realty must identify the land and the price terms. Deed Description not required. Most courts will not supply a missing price term for Realty. In a contract for the sale of goods, the quantity being offered must be certain or capable of being made certain, but see requirements and output contracts.
Requirements and output contracts 
Requirements contract: a buyer promises to buy from a certain seller all of the goods the buyer requires, and the seller agrees to sell that amount to the buyer. Output contract: a seller promises to sell a certain buyer all the goods of that seller produces, and the buyer agrees to buy that amount from the seller.
It is assumed that the parties will act in good faith so they can’t be a tender or demand for a quantity unreasonably disproportionate to any stated estimate or in the absence of any stated estimate, any normal or otherwise comparable prior output or requirements.
Missing terms
The fact that one or more terms are left open, does not prevent the formation of a contract if it appears that the parties intended to make a contract, and there is a reasonably certain basis for giving a remedy. In such a case, the majority of jurisdictions and article 2 hold that the court can supply reasonable terms for those that are missing.
Missing price
Except in contracts for real property, the failure to state the price doesn’t prevent the formation of a contract if the parties intended to form a contract without the price being settled. Note that if a contract for the sale of goods is missing a price term, article 2 provides that the price will be a reasonable price at the time of delivery.
Missing time term
If an agreement doesn’t specify, the time in which an act is to be performed, the law implies that it is to be performed with a reasonable time.
Vague terms
The presumption that the parties intent was to include a reasonable term goes to supplying missing terms. The presumption cannot be made if the parties have included a term that makes the contract too vague to be enforced. However, uncertainty can be cured by performance that clarifies the vague terms or by acceptance of full performance.
If a material is vague or ambiguous, it is not an offer common law or under the UCC. Watch for terms such as appropriate, fair, and reasonable, which signal a possible vagueness problem.
