Essay Steps
While the UCC governs if a K deals with goods, the common law governs if a K deals with these two things.
What are services and real estate?
Acceptance of an offer is effective upon ______.
What is dispatch? This is the mailbox rule.
The Parol Evidence Rule does not apply if the K is a ____.
What is partial integration (i.e., it does not embody the final expression of the bargain)?
Note: a merger clause is one way to determine whether a K is a complete integration.
The implied warranty of merchantability only applies to these types of sellers.
What are merchants of goods of the kind sold?
True or false: the plaintiff has a duty to take reasonable steps to mitigate losses.
What is true?
An enforceable K exists when these three things are present.
What are mutual assent (offer and acceptance), consideration, and no defenses to formation?
Revocation of an offer is effective when _______ by the ______.
What is received by the offeree?
Courts construe contracts against the _____.
What is the preparer?
In carrier cases, a K with FOB means that the risk passes to the ______ once the product is ______.
What is (1) the buyer and (2) shipped?
The goal of restitution is to avoid ____.
What is unjust enrichment? It gives the plaintiff the economic benefit conferred on the defendant.
To be valid, an offer must have these three things:
What is (1) present intent to contract; (2) communicated to an identified offeree; and (3) definite and certain terms?
Name one instance in which an offer is irrevocable.
What is an option K (in which the offeree gave consideration to hold the offer open)?
Other answers: merchant's firm offer and detrimental reliance
Unlike Ks under the common law, Ks under the UCC can be modified sans consideration so long as this is present.
What is good faith?
K rights are assignable unless assignment results in this.
Note: another instance in which K rights are not assignable is if assignation is prohibited by law.
Reliance damages put the non-breaching party in the same economic position it would be if the K _____, whereas expectation damages return the non-breaching party to the economic position if the K _______.
What is (1) had not been made and (2) had been performed as promised?
Name 4 defenses to K formation.
What are incapacity, duress, mutual mistake, unconsciounability, undue influence, misrepresentation, illegality, and unilateral mistake?
This rule provides that, under the common law, the terms in the acceptance must match the terms of the offer exactly.
What is the mirror image rule?
Name three instances in which outside evidence may be admitted to interpret a K.
What is evidence (1) concerning validity (i.e., formation defects), (2) used to interpret uncertain or ambiguous words, (3) showing consideration paid, and (4) in action for reformation?
The implied warranty of fitness applies whenever ____.
a seller has reason to know the particular purpose of goods and that the buyer is relying on seller’s skill and judgment
Note: and the buyer must actually rely on this judgment!
Liquidated damages are available only if these two conditions are met.
What is (1) the actual damages are difficult to calculate and (2) the liquidated damages are a reasonable performance of the likely damages (i.e., not punitive)?
The Statute of Frauds requires contracts of these 6 types to be in writing.
What are marriage, promises that cannot be performed within one year, creating interests in land, executors and administrators, sale of goods of $500 or more, and suretyship?
The knockout rule under the UCC's "Battle of the Forms" provision provides that...
What is conflicting terms in the original offer and acceptance knock each other out and create a gap in the K?
Bonus: UCC gap fillers are then used to plus in these gaps!
Bonus 2: BOTH parties must be merchants
Name three "gaps" the UCC will fill if missing or contradicted in the bargain.
What are price (reasonable at time of delivery), place of delivery (seller's business), time of shipment (reasonable), time for payment (receipt of goods), and assortment (buyer's option)?
Name two of the three instances in which third party beneficiary rights are vested.
What is beneficiary (1) manifested assent, (2) brought suit to enforce the promise, and (3) materially changed position in justifiable reliance?
The difference between the common law rule regarding breach and the perfect tender rule under the UCC is....
Under the common law, the obligee has no duty to perform (as well as rights to damages and other remedies) only if there is a material breach. Under the UCC Perfect Tender Rule, a buyer can generally reject or accept any or all goods/delivery that fail to conform to the K.