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Contracts - Coggle Diagram

- - - - Offeror can control the method of acceptance
        
        If offeror says nothing, ee can accept by starting performance
        
        but in a unilateral contract, offeree
        must finish for contract to be valid
        
        Acceptance by letter
        
        valid on dispatch
        
        if sending an acceptance after a rejection, then
        whichever gets there first is valid
    - - mere bargaining is not a counter
      - conditional acceptance is a counter
      - Mirror image rule: accepting but changing the
        terms may/n't be, depends on UCC or CL
        
        counter under CL
        
        acceptance under UCC
        
        if critical terms are different, knockout rule
        cancels both conflicting provisions
  - - - Reciprocally induced legally valuable detriments/promises
        
        an act of forbearance works if it gives a benefit to the other party
        
        CL: pre-existing duty can't act as
        consideration for a new promise
        
        UCC: New consideration is not reqd to modify a
        goods contract, good faith is the only test
        
        Promissory Estoppel: substitute for consideration, requires:
        
        Reasonable, detrimental, and foreseeable reliance
        
        Enforcement is necessary to avoid injustice
        
        1.Promise
  - - - people under 18
      - mental incompetents
      - intoxicated people
    - - Suretyship (promise to pay another's debts)
      - Promise in consideration of marriage
      - K that can't be done within a year
      - real estate contracts
      - sale of goods for $500 or more
    - - if mutual then voidable by the adversely affected party
      - unilateral enforcement is not voidable unless the non-mistaken person had reason to know about the mistake, then voidable by the mistaken party only
- - - - illegal
      - impossible
      - impractical
      - frustrated
      - rescinded
      - other party fails to fulfill a promise large enough to breach K
  - - - implied
      - constructive
      - express
    - - concurrent
      - precedent
      - subsequent
  - - - must still perform, but get dmgs
    - - excused from performance and entitled to all remedies available
    - - at CL, watch out for preexisting duty rule in modification questions
- - - - only if money would be inadequate relief, ie land/unique objects
- - - - incidental beneficiary? no
      - Intended beneficiary
        
        against breaching promisor? yes
        
        against promisee not performing? no,
        must be an independent obligation
  - - - Assignee may enforce K against obligor
      - can't assign rights that substantially change a K's risks/duties, those that are for future rights to arise under future K's, and those that are illegal
  - - - delegator is still on the hook unless there's a novation
        
        novation:obligee releases delegator from
        obligations in exchange for liability of delagatee
      - can't delegate
        
        personal performance K when relying on individual's unique qualitys
        
        if K prohibits
- - - - Is someone a merchant?
        
        Some parts of Art 2 may/n't apply
      - Mirror image rule doesn't apply: counter
        with new terms counts for acceptance
  - - - mirror image rule applies: if a new K isn't
        the same as the OG, it's a counteroffer
- - - - For if K isn't explicit
        
        Warranties
        
        Express warranty
        
        created by the seller
        
        become 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 for a specific purpose
        
        requires a direct representation by the seller or seller's representative that the product will fit what the buyer wants
        
        unusual fact patterns, usually a seller
        picking something out for a buyer
        
        can alter this with explicitly excluding or
        modifying their language about merchantability
        
        must be conspicuous if in writing,
        ie words like "as is," "with all faults," etc.
        
        Can also alter/exclude this warranty by course of
        dealing, course of performance, or usage of trade
        
        missing terms - supplied by ucc
    - - whether the meaning of a document can be determined by the negotiations of parties prior to the written contract. 2 Questions
        
        What's the purpose of the evidence being intro'd
        
        if purpose is to explain/interpret terms of a written K, it's admissible (may need to show ambiguity)
        
        UCC uses usage of trade, course of dealing,
        and course of performance to supp terms
        
        Does the evidence relate to a term/K that's integrated
        
        integrated is whether parties inteded written K to be the final terms
        
        was a merger clause included? generally says something like "this writing is the complete and entire agreement of the parties" if so, then can't use this
        
        also may look at how detailed K is