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Contracts - Coggle Diagram

- - - - mirror-image rule
      - battle of the forms
        
        which terms are binding depends if the parties are merchants or not
        
        both merchants
        
        New terms become part of K unless the offer expressly limits acceptance to its terms
        
        One merchant and one consumer
        
        both not merchants
        
        new terms = proposals
        
        Knockout rule
        
        if the terms are different than the knockout rule applies and omits the offeror's original provision and the offer's different provision from the resulting K
      - The Offeror can control the method of acceptance by stating conditions. If silent on method than the offer may indicate its acceptance through starting perfomance
      - Forms of acceptance
        
        Performance (unilateral)
        
        Letter
        
        Which ever is received first controls if the offer first places an acceptance letter than changes their mind and sends a rejection letter.
    - - By offeror - revocation
      - By offeree
        
        Rejection
        
        Counteroffer
        
        Generally terminated the offer and creates a new offer.
        
        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 a counteroffer under common law.
        
        Mirror-image rule
        
        Under the UCC, a change in terms, s is not a counteroffer and can constitute acceptance unless stated otherwise in one of the forms
    - - bargained-for exchange
      - the promise must induce the detriment and the detriment must induce the promise
      - an act of forbearance by the promisee is sufficient if it gives the promisor a benefit
        
        Must have legal value
      - Under common law, a pre-existing contractual or statutory duty cannon act as consideration for a new promise
      - Under the UCC, new condieration is not required to modify a sale of goods contract. Good faith is the test for changes to an existing sale of goods contract
      - Substitute for consideration is Promissory estoppel or detrimental reliance that requires:
        
        Promise
        
        reliance that is reasonable, detrimental, and foreseeable
        
        enforcement necessary to avoid injustice
  - - - Promise to pay the debts of another
      - promise in consideration of marriage
      - service contract not capable of being performed within a year from time of the contract
      - real estate contracts
      - sale of goods for $500 or more
  - - - under the age of 18
      - mental incumbents that lack the ability to understand the agreement
      - intoxicated persons
  - - - Formed by an exchange of promises
    - - Formed by a promise in exchange for performance
- - - - A transaction in goods is a sale of tangible, personal property.
    - - Real Estate and services contracts are governed by common law
  - - - Article 2 of the UCC: a merchant is 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 to the practices or goods involved.
- - - - First, what is the purpose for which the evidence is being introduced?
        
        if the purpose of the introduction of extrinsic evidence is to explain or interpret the terms of a written contract than parol evidence is admissible
      - Second, does the evidence relate to a term or contract that is integrated?
        
        Integration refers to whether the parties intended the written contact to be the final discussion as to specific terms.
        
        the court relies on whether or not there is a merger clause
        
        A merger clause states words to the effect that the writing is the complete and entire agreement of the parties
  - - - is created by the seller
    - - included in every dale of goods.
    - - goods must fit for their ordinary purpose
      - usually has a weird fact pattern
    - - UCC provides this missing terms like rice, time, and place of delivery
- - - - Only available when a monetary award would be inadequate to grant relief to the aggrieved party
      - unique objects and real property