Intro Flashcards
When does UCC govern contract?
Sale of Goods
When does common law/restatment govern contract?
Anything other than sale of goods
(property, services, etc)
Express Contract
formed with words
Implied Contract
formed with conduct
Bilateral Contract
promise for promise
Unilateral
promise for service
Void Contract
always improper in the eyes of the law
Voidable Contract
Grieved party has the option to render contract enforcable
Implied in Fact
implied through conduct
Implied in Law
No agreement
Goods (2-103)
all things moveable
Offer
communicated willingness to bargain inviting another’s assent
- gives power of acceptance
If price/quantity omitted:
Not an offer (unless OPT)
Consideration (R 71)
performance or return promise bargained for
- AKA gift vs deal
Promissory Estoppel
If someone detrimentally relies on a gratuitous promise, the promisor cannot deny consideration.
Preliminary Negotiations (R 26)
willingness to bargain is not an offer
Acceptance (R 50)
manifestation of assent in a manner invited by the offer
Revocation
Power of revoking the offer
- Offeror generally always has this power.
Option Contract by Part Performance
If offer only invites performance by acceptance, the offer is irrevocable once performance begins
Apply four factor test to decide
Defenses
Express Terms
In the words of the contract
Implied Terms
Not expressed
Kinds of Implied Terms
Course of dealing, course of performance, usages of trade
Contracts of Adhesion
“take it or leave it”
procedural unconscionability
Statute of Frauds
Requires some contracts to be in writing
Things fall WITHIN or OUTSIDE
MYLEGS are within
Monetti v. Anchor Hocking
statute of frauds under UCC does not require contract be in writing, but only that there be a sufficient memorandum to indicate that there really was a contract.
What can Parol Evidence NOT do?
contradict integrated terms
