Please enable JavaScript.
Coggle requires JavaScript to display documents.
Ask myself whether common law or UCC applies. UCC applies ONLY to purchase…
Ask myself whether common law or UCC applies. UCC applies ONLY to purchase of goods (MY LEGS)
Formation
Mutual assent
offer and acceptance
bilateral K
seeks a promise and the promise is accepted once the offeree provides a return promise. When in doubt, the court views an offer as a bilateral offer.
unilateral K
seeks performance, not a promise
indefiniteness or absence of terms
implied in fact contract
pre-contract obligations based on reliance
Termination
by the offeror
revocation: when acceptance does not have the same terms as the offer. COMMON LAW: counteroffer. Also called MIRROR IMAGE RULE.
by the offeree
rejection
counteroffer" in general, it terminates the offer and creates a new one. Under the UCC a change of terms IS NOT a counteroffer and can constitute an acceptance.
Consideration: the promise must include a detriment; the detriment must induce the promise.
bargain and exchange
substitutes for bargain
morla obligation
reliance
statutory substitutes
modification of contracts (common law: requires consideration; UCC requires ONLY good faith)
pre-existing duties
compromise and settle of claims
common law: pre-existing K or statutory duty cannot act as consideration for a new promise. New consideration required
UCC: new consideration is not required
substitute for consideration: promissory estoppel
promise
reliance that is reasonable, detrimental, and enforceable
enforcement necessary to prevent injustice
absence of defense to enforcement
Defenses to enforceability
incapacity to contract
duress
undue influence
mistake, misunderstanding
fraud. misrepresentation, and non-disclosure
SOF
Marriage; promise in consideration of
Year; service K cannot be performed in a year from the time if the K
Land; real estate
Executor
Suretyship
Goods; sale of
requires evidence in writing signed BY party claiming K's existence. UCC does not look at terms but only at if the contract is for the sale of goods and contains the quantity of goods.
Parol evidence and interpretation
gap-filling provisions
UCC provides default rules for Sales of Goods. Ex: warranties
express warranty: created by the seller
implied warranty
implied warranty of merchantability: included with every sale of goods. Goods must be fit for their ordinaary purposes. : a selller can alter the implied warranty by explicitly excluding or modifying the language mentioning merchantability. If in writing, the language must be conspicuous. (look for "as is" or" with all faults")
implied warranty of fitness
Contract law: orivides terms that govern when the K is silent. parties can override terms if they are explicit in their agreement.
parol-evidence rule" governs whether the meaning of a document can be determined by negotiations that happenned before the written K.
what is the purpose for introducing the evidence
does the evidence relate to a term or K that is integrated?
integration: whether parties intended the written K to be fina. Court swill consider whether a MERGER CLAUSE was included (stating that the writing is complete).
K is missing terms like price, time, and place of delivery. Both common law and UCC include an obligation of good faith and self-dealing.
Performance, breach, and discharge
Conditions
express
constructive
obligations of good faith and fair dealing in performance and enforcement of contracts
suspension or excuse of conditions by waiver, estoppel, or election
prospective inability to perform
breach
delays
minor breach
reasonable delay: must perform and sue for damages
major breach - no need to perform to sue for damages
party knew of an EXTRAORDINARY fact making the deadline essential
party knew when the K was created
time is of essence
UCC perfect tender rule: all deadlines must be met precisely. Every delay is a major breach
exceptions
notice to the buyer
time left for performance allows a seller to cure
IF the buyer rejects a "non-conforming" tender that the seller reasonably believed the buyer would accept and time for performance passed. UCC Section 2-508(2)
UCC: if goods fail to conform in any way, the buyer can reject the goods, accept them, or accept certain ones. The buyer cannot reject after inspecting and accepting that they all conform. Acceptance may be revoked if the goods are accepted bu the value is "substantially impaired"
Impracticability and frustration of purpose
Discharge of contractual duties
Express and implied warranties in sale-of-goods contracts
Substantial and partial breach and anticipatory repudiation
Remedies: under common law, monetary damages range from expectation, reliance, restitution, and liquidated damages. Under UCC, remedy for the seller depends on whether goods were delivered.
measure of damages for breach
consequential damages
causation
certainty
forseeability
liquidated damages and penalties
avoidable consequences and mitigation damages
rescission and reformation
equitable remedy
injunction against breach
declaratory judgment
specific performance
restitutionary and reliance recoveries
remedial rights of breaching parties
3rd party rights
3rd party beneficiaries
intended beneficiaries
incidental beneficiaries
impairment or extinguishment of 3rd party rights
enforcement by promise
assignment of rights and delegation of duties
Contracts