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K MIND MAP - Coggle Diagram
K MIND MAP
Which Law applies?
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If both determine the predominant purpose of the K. If service is the focus (i.e. painting the house) over the goods (i.e. the equipment used to paint) that are being provided to complete th :e service then common law applies= no transaction in goods because service supercedes
If goods over service (i.e. paint supplies delivered in large supply to corp.) then U.C.C = Transaction in goods
discharged if illegal, impossible, impractical, frustrated or rescinded
Performance
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Conditions whether express or implied or constructive can be precedented, concurrent or subsequent
Breach
Failure to perform when under the duty to do so. A not breach does not eliminate non-breaching party's duty to perform. Non breaching party will be entitled to damages.
Under the UCC buyer may reject goods, accept goods, accept some goods if the delivered goods fail to conform with K.
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K Formation (Offer/acceptance/consideration) (S.O.F) Note: Do not analyze if explicitly states in parties entered into a K.
Must have mutual assent, consideration, the absence of any defense to enforcement.
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Counteroffer=new offer does not include bargaining. Conditional acceptance terminates the offer. ( language to signal this: provided so long as)
Common law provides that if the acceptance does not contain the exact same terms as the offer then a revocation triggering the MIRROR IMAGE RULE
UCC provides that a change of terms is not a new offer and can constitute acceptance unless stated otherwise
Unilateral K= one party (Merchant or not) renders promise must perform for K formation. Bilateral k= Both parties (Merchants or not) rendering promises. If both merchants additional terms treated as apart of the K unless offer expressly limits.
Defenses to Enforcement= (1)SOF (2) Lack of capacity (3) illegality(4) Misrepresentation (5) Non-disclosure (6) Duress (7) Unconscionability (8) Mistake of fact (whether mutual/unilateral (9) lack of capacity (10) mental incompetents (11)
Promissory Estoppel/Detrimetal reliance= consideration substitute.Requires (1) Promise (2) Reliance that is reasonable, detrimental and foreseeable (3) Enforcment necessary to avoid injustice.
Consideration is required to for a legally enforceable K. New consideration NOT required to modify a sale of goods.
Defense of Enforcement
SOF: (1) Suretyship (Promise to pay debt of another) (2) Promise in consideration of marriage (3) Service K in which performance can't occur within a year (4) Real Estate K (50 Sale of goods for more than $500
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Writing signed by the defendant with material terms=Common law. Writing with sale of goods and quantity
Interpretation
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Parol Evidence
To negotiate or not to negotiate before memorializing. Ask what is the purpose for the evidence? Does evidence relate to the term or contract integrated.
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If UCC applies then ask if one or both parties are merchants. Merchants= those who regularly deal in goods of kind sold or has special knowledge or skills as to the practices or skills involved. ( Art. 2 of UCC)