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Contract Law (Statute of Frauds: Require a singed writing (Promise to pay…
Contract Law
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Step 2: Formation
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Consideration
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Promissory estoppel can subistute for consideration: (1) Promise; (2) Reliance that is reasonable, detrimental and foreseeable; (3) Enforcment necessary to avoid injustice
Defenses to enforcement: lack of capacity, statute of frauds, illegality, misrepresentation, nondisclosure, duress, unconscionability and mistake of fact
Offer
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Terms of the deal must be definite and certain, offer must be communication to offer, which creates the power of acceptance.
Counteroffer
Common Law: Mirror Image Rule
Conditional acceptance terminaties the offer-
if acceptance does not contain same terms, new terms are treated lie a revocation of the original offer and a counteroffer under common law
UCC: Battle of the Forms
Change of terms is not counteroffer, and constitutes acceptance unless stated otherwise
Step 3: Interpretation
Warranties: Express, implied warranty of merchantability, implied warranty of fitness
Parol evidence Rule- Whether the meaning of a document is determined by negations before the written contract
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Step 4: Performance
Duty to perform is discharged by performance, by tender of performance and by a completed condition subsequent (also if it is illegal, impossible, impractical, frustrated or rescinded)
Conditions - Express, implied or constructive
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Step 5: Remedies
Damages- expectation, reliance, restitution and liquidated. Under UCC: seller's remedies depend on whether goods have been delivered. Buyer's remedies include damages or specific performance
Equitable Remedy- specific performance, restitution, unjust enrichment, negative injunctive relief
Third Parties: Beneficiary, assignment, delegation of the obligation
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Overarching Framework
UCC or common law?
Transaction in goods?
Mixed services and goods
Merchant?
Contract formation
Offer/acceptance/consideration
•Statute of Frauds
Interpretation
Parol evidence
Warranties
Performance
Conditions
Remedies
Third parties
Beneficiaries
Assignment
Delegation
Two Types of Contracts-
(1) Bilateral: Formed by an exchange of promises.
(2) Unilateral is formed by a promise in exchange of goods.
Offer, acceptance, consideration and no defenses to enforcement are required for a contract