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CONTRACTS - Coggle Diagram

- - - - Has Performance Being Excused or Discharged?
        
        Have the Terms of the Contract Being Breached?
        
        If Breached, What Remedies are Available?
        
        Any Third-Parties Have Rights/Responsibilities Under Contract?
      - Rules of K Construction
      - Parole Evidence Rule
      - Art 2 Provisions
      - Modification of Terms
        
        UCC Art 2
        
        Common Law
    - - Is there a valid offer?
        
        Manifestation of a present intent to contract demonstrated by a promise, undertaking, or commitment;
        
        Communicated to an identified offeree; and
        
        Definite and certain terms
      - Has the offer been terminated?
        
        Lapse of time?
        
        Revocation?
        
        Rejection?
        
        Termination by operation of law?
    - - Unequivocal acceptance
        
        Common law - Mirror Image Rule
        
        UCC - an acceptance that adds terms to the offer is valid. B/w merchants, the additional terms become part of K unless they materially alter K, the offeror objects, or the offer is
        limited to its terms (“battle of the forms”)
      - Methods of acceptance
      - Acceptance effective upon dispatch (mailbox rule)
    - - Bargained-for exchange (not a gift), and
      - Detriment to promisee or legal benefit to promisor (courts focus on detriment)
        
        Adequacy generally irrelevant & past consideration generally invalid (preexisting duty rule)
        
        Preexisting Duty Rule Exceptions
      - Substitutes for consideration
        
        promissory estoppel
        
        detrimental reliance
    - - Mistake
      - Fraud and misrepresentation (includes concealment and nondisclosure)
      - Illegality of consideration or subject matter
      - Incapacity
      - Statute of Frauds
        
        Marriage
        
        Year
        
        Land
        
        Executors and administrators
        
        Suretyship
        
        Goods