Elements, Outward manifestation, signal that acceptance concludes the deal
Types of Offers, Auction, Reward Offer, Self limiting, Open Field, commercial ads
Termination, Lapse of Time, Terminates at time stated, Revocation, Elements, Prior to acceptance, Effectively communicated, Option, Elements, terminating, acceptance, Firm Offer, elements, to buy or sell goods, by a merchant, writing signed by merchant, terms state offer will be held open, terminating, Rejection, outright, counteroffer, nonconforming acceptance, Death or Incapacity
mirror image rule
communicated to offeror, Silence, Performance, mailbox rule
UCC shipment of Goods, conforming, nonconforming
Battle of the Forms, nonconforming acceptance is effective unless conditional, varying terms are proposals for addition if one party is not a merchant, both parties are merchants, other situations
The objective theory of contract formation favors the finding of a consideration if the promiser's promise has induced the promisee to change position in a way that was both foreseeable to the promisor and detrimental to the promisee.
gratuitous promise, executed gift, distinguished from bargain
Alternatives to consideration, promise for benefit received, Promissory estoppel
The Statute of Frauds requires that a contract for the sale of goods of $500 or more must be evidenced by a writing signed by the party against whom enforcement is sought. There is no requirement that the parties put their actual agreement in writing. Rather, all that is necessary is that the writing be a memorandum thereof, which can be prepared before, during, or after contract formation. Under the common law, the written offer, acceptance of which formed the contract, satisfies the Statute of Frauds.
Within SoF, MYLEGS
Requirements, Writing Requirement, Signature requirement, Part performance
Alternative Enforcement, Recovery for Benefits conferred, Promissory Estoppel
Substantial Reliance by the Seller of specially mfg goods
Alternative Enforcement, Promissory Estoppel
UCC 1) price term - reasonable price 2) time term - reasonable time 3) place of delivery - Sellers place of business Common Law 1) price term - reasonable value of the service 2) time term - at will
Everyone - Honesty and Fact Merchants - Observer the reasonable standard of good faith and fair dealing
objective over sujective
Fill gaps and resolve ambiguity Cannot contradict the express terms. COP trumps COD trumps UOT
The Parol Evidence Rules deals with the issue of whether the parties to a written contract can introduce evidence in court in an attempt to show that oral or written discussions engaged in prior to the signing of the contract are intended to be part of the contract.Thus, the Parol Evidence Rule applies if a party is seeking to add new, substantive terms to a written contract. If a written contract is found to be a total or complete integration (final expression of the parties' intentions), then no evidence of prior or contemporaneous agreements that supplements or contradicts a term of the contract may be admitted. If the written contract is only a partial integration, then evidence of prior or contemporaneous agreements that contradict a term of the contract may be admitted. However, it is important to distinguish between situations in which the Parol Evidence Rule applies and those in which a court is merely attempting to interpret and the parties are attempting to show the meaning of a particular term in a contract. A party may introduce evidence of what he thought a term in a contract meant, even if the parties intended the written contract to be a total integration. Effect of Parole Evident Rule To explain/interpret - always admissible - Evidence of the meaning of words in a written contract may be admitted even if the parties intended the contract to be a total integration. A writing is a complete integration if the parties intended it to be the full and final expression of their agreement.Evidence of the meaning of words in a written contract may be admitted even if the parties intended the contract to be a total integration. A writing is a complete integration if the parties intended it to be the full and final expression of their agreement. To Supplement - permissbile unless term has been completely integrated To Contradict - permissible unless term has been integrated. Judge Relies on Evidence of Integration Complete Integration
Not Applicable to
Tender of Payment Inspection of Goods
If Seller breaches: risk never left seller and the risk remains with seller unless  seller cures or  buyer accepts If buyer breachs: seller may treat RoL pass at commercially reasonable time.
Performance under a contract may be excused by mutual mistake, impossibility, impracticality or frustration of purpose.
frustration of purpose
parties agree to excuse performance
Common Law, New Consideration Required, Statute of Frauds, Exceptions
UCC, Good Faith Required, Consideration alone not sufficient
Common Law, Express Condition, Implied Condition, Work Arounds
UCC Sale of Goods, buyer, reject, accept, reject part and accept part, seller
:In order for a contract to be divisible, each party's performance must be capable of division into two or more segments, and each party must have the same total number of segments to perform.
mental incompettence, adjudication, no adjudication
frauduent non disclosure
1) threat 2) wrongful in nature 3) absence of reasonable choice
1) unfair persuasion 2) against a vulnerable party
1) procedural 2) substantive
1) violates legislation 2) judicial interpretation - fill legislative gaps or larger notions of public goods
expectation, default rule, limitations
Provisions limiting or excluding damages
definitive statement that party will breach affirmative act rendering party unable to perform
Restitution and Unjust Enrichment
1st Restatement - Allows creditor or donee benefiaries to sue. 2nd Restatement - Allows only intended benificiers. 2 test determine if Intended Beneficiaries  reasonably apparent  intention of the parties - if the parties intended for the 3rd party to benefit from the agreement, they are intended beneficiaries. If not, they are merely incidental beneficiaries. If you are not an intended beneficiary, you are a incidental beneficiary and you may not sue.
1) B brings suit 2) B changes her position in reliance 3) B manifests requested assent 4) express term of K
May use defenses available from original contract
 manifested intention  to make a present right
Rights Not Assignable
Against Obligor -  Assignee takes assignor's rights  Assignee subject to obligor's defenses against assignor Against Assignor -  value of assignment not impaired  assigned rights exist and are not subject to defense  writing is genuine Among Successive Assignees - First in Time, First in Right
delegator not relieved of obligation delegatee liable to delegator and obligee