New R6 - Contracts

Question 1

Mail Box Rule

Answer 1

Under UCC 2-206, an offer that does not specify the means of acceptance may be accepted by any means reasonable under the circumstances; thus the attempt to accept by mail or fax was a proper means.

Generally under the mailbox rule, an acceptance will be effective on dispatch (including sending a fax) unless the offer specifies that acceptance will be effective only upon receipt. Here, the offer merely says that it will remain open for 10 days; it does not require receipt of the acceptance within 10 days. Thus, the mailbox rule applies and both the letter and the fax are valid acceptances.

Question 2

Parol Evidence Rule

Answer 2

The parol evidence rule prohibits introduction of prior written statements to vary the terms of a fully integrated contract, but it does not bar the introduction of subsequent oral agreements.

Question 3

Sales - The sales article of the UCC (Article 2)

Introduction

Answer 3

Only applies to sale of goods.

Goods - all things moveable

exceptions: (not covered by UCC but covered by common law)
1. contracts for personal services and real estate
2. contracts for intangible personal property
3. contracts for fixtures (Attached to land)

Merchants - one who deals in goods of the kind sold or who has special knowledge regarding the goods being sold.

Obligation of good faith
Both parties = good faith
Merchant = good faith + reasonable standards

Question 4

SALES - Creation of a contract

Answer 4

• agreement (mutual asset) - offer and acceptance
  1. offer (merchant’s firm offer)
• must be a merchant
• must be in writing and signed by merchant
• must give assurances it will be kept open for certain time
  “Merchant Firm Offer” is irrevocable for the time stated! (if not stated, reasonable time = 3 months)