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Contracts (Step 2: Formation (defenses (Statute of Frauds: requires a…

- - - - Termination can be made by the offeror or offeree
        
        by offeror
        
        revocation
        
        by offeree:
        
        rejection
        
        counteroffer: creates a new offer
        
        conditional acceptance terminates the offer
        
        mirror image rule:if the acceptance does not contain the exact same terms as the offer, then the new terms are treated like a revocation of the original offer and counteroffer under common law
        
        Under UCC: a change in terms is not a counteroffer and can constitute acceptance unless stated otherwise in the terms of the forms
        
        Battle of the forms: buyer places an order and the seller's acceptance form contains different terms or the terms are not addressed in the order at all
        
        if buyer is a consumer, the additional terms are treated as proposals
        
        if both merchants, additional terms are part of the contract
        
        2 more items...
  - - - sretyship: promise to pay the debts of another
      - marriage
      - 1 year
      - land
      - sale of goods for $500+
      - UCC: if both parties are mistaken about a material fact, then the contract is voidable by the adversely affected party
        if nonmistaken party knew or had reason to know about the mistake by the other party, the contract is voidable by the mistaken party
- - - - Warranties
        
        express warranty: created by the seller and becomes a part of the agreement if they are the basis of the bargain
        
        implied warranty of merchantability: included with every sale of goods; Goods must be fit for their ordinary purposes
        
        implied warranty of fitness: must be a direct representation by the seller or the seller's representative that the product fits what the buyer wants;
        
        a seller can alter these implied warranties by explicitly excluding or modifying language mentioning merchantability
  - - - does the evidence relate to a term or contract that is being integrated?
      - inadmissible if the purpose of the extrinsic evidence is to explain or interpret the terms of the written contract
      - admissible if the purpose of the extrinsic evidence to supplement the terms of the agreement
- - - - incidental beneficiary: benefit from a promisor's performance but were not intended to benefit; no standing
      - intended beneficiary: promisor's performance was intended to benefit the 3rd party; do not have rights against the promisee; have standing to sue
  - - - those that substantially change the contract's risk/duties
      - those that are for future rights to arise under future contracts
      - illegal
  - - - novation: occurs when the obligee agrees to release the delegator in return for the liability of the delegatee
    - - performance contracts when the recipient relies on the qualities of the party who is to render the performance
      - contract prohibits
- - - - read into the contract by the court
      - if both performances can be performed simultaneously, then each is a constructive condition precedent to each other
      - failure to fulfill a condition does not always constitute a breach of contract but may relieve the other party from performance
  - - - buyers cannot reject after already accepting by inspecting and indicating the goods do conform or by failing to inspect
      - acceptance may be revoked if the goods are so defective that their value is substantially impaired
      - pre-existing duty rule is abolished and an agreement modifying an existing contract needs no consideration - good faith test is used
- - - - Real estate contract
      - Service contract
    - - if contract is a combination of services and sale of goods, then analysis determines which part is the most predominant and applies that law to the entire contract
        
        if services is predominant: common law
        
        if goods is predominant: UCC
      - After concluding the UCC applies, are one or both parties a merchant?
        
        Merchant: one who regularly deals in goods of the kind sold or who otherwise by his profession holds himself out as having special knowledge or skills as the practices or goods involved
        apply definition to both parties