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Contracts - Coggle Diagram

- - - - Reasonably interpret
      - Present intent
    - - Essential terms
        
        UCC: both parties intent to contract (fills the gaps)
        
        Common Law: all essential terms (i.e., the parties, subject matter, price, and quantity)
      - Duration terms: if it's not included, the court will apply a "reasonable amount of time"
        
        If an employment contract doesn't have a duration, it's assumed to be "at will"
      - Missing Terms
        
        Common Law: if the parties intended to form a contract, the court can supply the missing term
        
        UCC: fills the gaps
      - Vague Terms: cannot have "fill the gap" because there's not an obvious intent
    - - Unilateral Contract: an act is requested
      - Bilateral Contract: A return promise is requested
  - - - Silence does not act as an acceptance of an offer unless:
        
        Offeree believes the offer could be accepted by silence
        
        Previous dealings or pattern of behavior
      - Shipment of goods
      - Mailbox Rule
      - Unilateral contract requires complete performance
      - Parties have begun to perform
      - Auction Sales
        
        Goods auctioned in lots: each sale represents a separate lot
        
        Completion of sale
        
        Reserve and no-reserve auctions
    - - Unilateral Contract: offeree is not required to give notice after performance is complete, unless he has reason to know that the offeror would not learn of performance within a reasonable time, or the offer requires notice
      - Bilateral Contract: offeree must give notice of acceptance
    - - Common Law Mirror-Image Rule: Any change to the terms of the offer, or the addition of another term not found in the offer, acts as a rejection of the original offer and as a new counteroffer
      - UCC Rule
        
        Typically, change in terms is still accepted as an offer
        
        UNLESS acceptance is expressly conditioned on assent to the additional or different terms, in which case the acceptance is a counteroffer
      - Both Merchants: additional term in the acceptance is automatically included in the contract
        
        UNLESS:
        
        i) The term materially alters the original contract;
        
        ii) The offer expressly limits acceptance to the terms of the offer; or
        
        iii) The offeror has already objected to the additional terms, or objects within a reasonable time after notice of them was received.
        
        Knock Out Rule for different terms in acceptance
    - - One or both parties aren't merchants: Definite and seasonable expression of acceptance or written confirmation that is sent within a reasonable time operates as an acceptance of the original offer
      - Both parties are merchants: Battle of the Forms
        
        Contract exists under the terms of the acceptance, unless
        (i) the terms materially alter the agreement,
        (ii) the offer expressly limits the terms, or
        (iii) the offeror objects to the new terms within a reasonable time after notice of the new terms is received.
  - - - Option (promise not to revoke)
      - UCC firm offer rule
        
        The offeree is a merchant
        
        Time Period: if the time is left open, a reasonable time will be applied
        
        Signed writing from the offeror
      - Promissory estoppel (detrimental reliance): offeree reasonably and detrimentally relies on the offeror’s promise prior to acceptance
      - Partial Performance: If the offer is for a unilateral contract, the offeror cannot revoke the offer once the offeree has begun performance
      - Revocation of general offers: “general offer” is an offer made to a large number of people, generally through an advertisement
      - Rejection by offeree