Contract Formation (Common Law)
This type of agreement occurs when one party makes an offer, and the other party responds with a clear, unequivocal agreement to the terms, without any modifications.
What is acceptance? (Restatement §§18 and 19)
This test contains the following factors to determine whether UCC law applies. (1) language of the contract; (2) nature of the business of the seller; (3) intrinsic worth of materials
What is the predominant purpose test? (UCC Art. 3)
Under this theory a party can enforce a promise if (1) there was an actual promise (2) the promisor reasonably expected to induce action or forbearance; (3) the reasonable action or forbearance was induced upon the promisee's detriment; and (4) failure to enforce the promise would create an injustice
What is promissory estoppel? (Restatement §90)
This acronym describes the kinds of contracts under the common law that must be memorialized in writing, signed by the party, against whom they are to be enforced, specifies the subject matter and has essential terms (e.g. price) under the Statute of Frauds.
What is MY LEGS?
M: marriage; Y: year long; L: land; E: executor of a will; G: sale of goods over $500; S: surety of another's debts (Restatement §§ 110, 124, 130, 125-129, 111, and 112-118 and UCC §2-201)
Olivia had a migraine and asked Vylia to stop talking for the rest of the day in exchange for 12 fur coats from Great Minneapolis Surplus Store. Vylia said nothing and immediately taped her mouth shut with duct tape and was silent for the rest of the day. Under a unilateral contract Vylia accepted by this.
What is performance? (Restatement §53)
This is a word we would use when describing a contract where a promise has been accepted by another promise
What is bilateral contract? (Restatement §22)
Under UCC formation in general, this for a sale of goods, may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such
What is a contract? (UCC §2-204)
Under this theory someone can be repaid for the other party's unjust enrichment if the benefit was conferred to the recipient, the recipient was aware of the benefit and the benefit was accepted
What is restitution? (Restitution §1)
These are the requirements for using the Statute of Frauds as a defense under the UCC
What is (1) goods of $500 or more; (2) essential terms (i.e. quantity); and (3) signed by the party against whom enforcement is sought? (UCC §2-201)
Sarah agreed to give Mark $10,000 for a watermelon that may or may not exist but the parties agreed it was worth it. The court will find this element is present and not question its sufficiency
What is consideration? (Restatement §§71 and 79)
This is the word we would use when describing a contract where a promise has been accepted by performance
What is unilateral contract? (Restatement §53)
An offer to make a contract shall be construed as this in any manner and by any medium reasonable in the circumstances
What is inviting acceptance? (UCC §2-206)
This legal theory can be used to enforce a promise when there has been an existing legal obligation, the obligation disappears, and there is a new promise to enforce that past obligation with the same terms
What is promissory restitution? (Restatement §§82, 83, 85, 86)
These are the requirements for there to be a sufficient writing under the statute of frauds
What is (1) signed by the party against whom enforcement is sought; (2) subject matter; (3) essential terms (i.e. price); (4) indicates formation of contract? (Restatement §131)
Prof. B calls and offers to cover Prof. Farwell's Thursday contracts class if Prof. Farwell brings him fish and chips from Aidans. Prof. Farwell says "I am a contracts professor, I need your offer in writing". Prof. Farwell receives the offer and writes an acceptance letter and gives it to Dean Bowman to bring to the post office. He never dropped it off because he got distracted by Prof. B's dog Rufus. This rule does not apply because the acceptance wasn't dispatched correctly
What is the mailbox rule? (Restatement §63)
You cannot do this under a unilateral contract if performance has already started OR under a bilateral contract once the offer has been accepted
What is revoke? (Restatement §42)
This rule is an offer by a merchant, in writing, giving assurance that it will be held open for a reasonable amount of time not exceeding 3 months and is specifically signed by the offeror
What is a firm offer? (UCC §2-205)
This nickname is for a person who is not entitled to restitution because it was not reasonable to assume the owner wished that this person would have protected their property
What is officious intermeddler? (Restatement (Third) of Restitution §21)
A contract for the transfer of this may be enforced and is an exception to the statute of frauds, if the party seeking enforcement, in reasonable reliance changed their position so that injustice can only be avoided by specific enforcement
What is interest in land? (Restatement (Second) of Contracts §129)
Oprah offered Pete Davidson a never-ending supply of apple juice if he rapped on her show once. Pete said he would do it but asked for a never ending supply of Oreo Coke Zero instead of apple juice. Opera never responded to Pete and sent her offer to Timothee Chalamet. Timothee accepted the offer. Pete found out Timothee accepted and showed up to her show anyways and tried to get on stage and perform. Oprah's attorney pulled Pete off stage and said he cannot perform and he will not be getting apple juice OR Oreo Coke because Pete did this causing the original offer to be rejected.
What is made a counter-offer? (Restatement §39)
These things in the last form sent before acceptance typically govern the contract
What is new terms? (Mirror Image Rule + Last Shot Rule = Battle of the Forms under Common Law)
This is the title for the UCC rule that states that additional or different terms are to be construed as proposals for addition to a contract between merchants and such terms become part of a contract unless they materially alter it
What is UCC 2-207 Additional terms in Acceptance and Confirmation?
Someone is entitled to restitution under this exception when the circumstances justify the decision to intervene without request because it is necessary to prevent suffering or harm
What is protection of another's life or health? (Restatement (Third) of Restitution §20)
These are the exceptions that bar the use of the statute of frauds as a defense
What is (1) party admits that UCC sale was made; (2) part performance for a transfer of land; (3) multiple writings; (4) promissory estoppel; (5) part performance under the UCC (Restatement § 129, 132, 90, 139 and UCC §2-201)
What is they materially alter the contract? (UCC §2-207(2)(b); Comments 4 & 5)