Lecture 5

Question 1

vending machine contract enviro

Answer 1

-no negotiations/documents

Question 2

handshake contract enviro

Answer 2

negotiations/some or no docs

Question 3

internet/amazon contract enviro

Answer 3

telephonic/comp. communication/standardized terms

Question 4

standardized forms contract enviro

Answer 4

some or no negotiations-single sided forms

Question 5

lawyer involved contract enviro

Answer 5

negotiations/custom docs

Question 6

offer-proposal to contract requirements

Answer 6

1. must manifest contractual intent
2. must be definite and certain enough
3. must be communicated to the offeree
4. must be a mirror image offer

Question 7

factors to consider equivalency to i offer

Answer 7

• words used
• actions taken
• circumstances
• how definite/certain

Question 8

must be definite and certain

Answer 8

• must deal with major matters (id of parties, subject matter, time issues, price, etc)
• thorough -avoid gaps
• gap filling

Question 9

gap filling

Answer 9

if court can reach fair/just result can gap fill if intent of contract is obvious (court will not make a contract if to indefinite)

Question 10

to gap fill under common law, you must show that

Answer 10

• the parties intended to be bound to each other contractually
• there is a reasonably certain basis for filling the gap (some frame work/sensible way for court)

Question 11

Uniform Commercial Code

Answer 11

only applies to sale of goods

• can be made in any manner sufficient t show agreement
• any agreement can be found even if the moment of its making is undetermined
• even w/ holes the contract holds parties intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy

Question 12

examples of gap filling rules under the UCC

Answer 12

2-305 Price
2-308 place for delivery
2-309 time
2-310 time for payment

Question 13

output requirements for contracts

Answer 13

• was quantity established in good faith?

- quantity cannot be unreasonably disproportionate

Question 14

acceptance

Answer 14

manifestation of assent to terms

• can be given by only offeree
• must be unequivocal (“i accept”)
• must be unconditional- no subject to counteroffers

Question 15

mirror image offer

Answer 15

acceptance cannot change the offer-if changed its a counter offer

Question 16

acceptance must be made…

Answer 16

expressly conditional

Question 17

additional terms

Answer 17

need to know whether both parties are merchants before you can answer

Question 18

additional terms (both are merchants)

Answer 18

additional terms are only proposals for additions to the contract and both parties must agree

Question 19

additional terms (both are not merchants)

Answer 19

additional terms automatically become part of the contract unless they are excluded under certain conditions set forth in subsection 2-207

Question 20

different terms-knockout rule

Answer 20

the conflicting terms are not included and you gap fill (WI does this, so we’ll do it for the class)

Question 21

different terms options

Answer 21

• offeror’s term (dif. term) is binding

- deal with the dif. terms the same as additional terms under subsection 2

Question 22

if both parties are merchants, additional terms are automatically become part of the contract unless…

Answer 22

• offer provided additional terms included in the acceptance would not be binding on the offeror
• the additional terms materially alter the contract
• the offeror objects to the additional terms within a reasonable period of time

Question 23

silence _____ acceptance

Answer 23

DOES NOT EQUAL

Question 24

expiration of a contract offer

Answer 24

term of offer is expressed, reasonable time has passed, death of offeror or offeree, destruction of subject matter upon learning of impossibility, rejection or counter offer, revocation by offeror

Question 25

limitation of revocations of contract offers

Answer 25

option (requires consideration), firm offer (sale of goods only), acceptance by offeree

Question 26

acceptance of a contract offer

Answer 26

language manifesting acceptance, unconditional and unequivocal language (no additions or differences), timely communicated (reasonable mode, not preceded by rejection/counteroffer), implied acceptance (conduct that manifests the above-deposit money)

Question 27

What is the UCC

Answer 27

The Uniform Commercial Code

APPLIES ONLY TO SALE OF GOODS NOT REAL ESTATE OR EMPLOYMENT OR OTHER CONTRACTS

Question 28

UCC 2-205

Answer 28

firm offer

• has the same effect on an option but does not require consideration
• offer by merchant, in writing and signed, is a promise to keep open and cannot be revoked until after stated date (if no date stated then reasonable time-3 months or less)

Question 29

UCC 2-206

Answer 29

Offer for prompt or current shipment can be accepted either by express acceptance or by act of shipment

• if you ship and are non conforming its a breach of contract
• if you ship, non conform, but notify the party, its a counteroffer

Question 30

UCC 2-207

Answer 30

changes the mirror image rule

• if the expression of acceptance is clear (definite and certain) you have a contract, even if it’s different or additional to the offer (it may be a material difference)
• if it is expressly conditional, then it’s a counteroffer, not an acceptance

Question 31

terms of section 2-207 if a contract is formed

Answer 31

• if the offending terms are different, apply knock out rule (both parties terms are rejected) and use gap filling to apply a reasonable term
• if the offending term is additional, the proposal can be accepted or rejected

Question 32

terms of section 2-207 if no contract is formed

Answer 32

if the expressions don’t form a contract, but the parties proceed as if they had a contract, then, it will be an implied contract and the terms will be those expressions agreed upon (throw out the rest) and apply gap filling to round out the rest

Question 33

rejection by offeree

Answer 33

• rejection not valid until received by offeror
• counteroffer is implied rejection
• if rejected then accepted, whichever gets to offeror first wins

Question 34

if the place of delivery is not stated…

Answer 34

the place of delivery is the seller’s place of business

Question 35

is a counteroffer with inaction equaling acceptance valid?

Answer 35

no

Question 36

stuff that the courts can always gap fill

Answer 36

time for payment, mode of payment, and when the parties are to perform