Mind Map

Question 1

What Law Applies?

Answer 1

UCC or CL

If UCC –>> any merchants involved (hold themselves out as experts in goods or regularly deal in goods)?

Question 2

K Formation

3 Steps - Offer/Acceptance/Consideration

Answer 2

Offer?

• General Rule
• Merchant Firm Offer
• rejection
• Counteroffer

Acceptance?

• CL
• UCC Battle of the Forms

Consideration?

• CL Mod - new consid.
• UCC Mod - GF

Question 3

Defenses

SOF/Meeting of the Minds

Answer 3

SOF (MY LEGS)

• Marriage
• >1 yr
• Land
• Executor
• Goods >$500
• Surety

Meeting of Minds (MUDII)

• Mistake
• Unconscionability/undue influence
• Duress/fraud
• Illegal
• Incapacity

Question 4

Defenses - EXCEPTIONS

Answer 4

• Specially manufactured goods
• Written Merchant Confirmatory Memo
• Admission in Ct
• Part performance

Question 5

Performance Issues

Answer 5

Interpretation of Terms

• Mistake/Ambiguity
• Parol Evidence Rule
• Modification of K
  
  • CL
  • UCC

TP Rights and responsibilities

• TP beneficiaries
• Assignments
• Delegations

Conditions

• Types
  
  • Express
  • Implied
• Satisfaction
• Excuse
  
  • Was condition waived by benefitting party?
  • was condition violated such that it excused other side from performing?
• Discharge
  
  • Frustration
  • Rescission
  • Accord and Satisfaction
  • Novation
  • Impossibility
  • Impractiability

Breach

• Right to seek/demand assurances
• Anticipatory Repudiation
• Breach - unjustified failure to perform absolute duty
  
  • Material v Minor
    
    • UCC Perfect Tender v CL Subst. Perf.
    • UCC Selelr’s Right to Cure
    • UCC Accommodation

Question 6

Remedies

Answer 6

Damages

• Compensatory
  
  • Expectation
    
    • UCC Buyer Cover/Replace Goods or Damages
    • UCC Seller’s Remedies
      
      • CP-RP or CP-MP or Lost Volume Seller
  • Consequential
  • Incidental Damages
  • Liquidated Damages
  • Duty to Mitigate
  • Punitive

Specific Performance

Non-K Remedies

• Promissory Estoppel
• Restitution: unjust enrichment/quantum meruit