CASE NAMES
This bar-room farm sale case established the objective standard in contract formation.
What is Lucy v. Zehmer?
Under R2-24, this is a manifestation of willingness to enter a bargain, inviting assent.
What is an offer?
Under UCC 2-201, this dollar amount triggers the S/F.
What is $500?
A contract where the offeror requests performance rather than a return promise.
What is a unilateral contract?
This rule removes directly contradictory terms and replaces them with UCC gap fillers.
What is the Knock-Out Rule
This case clarified that continued at-will employment is consideration for a non-compete agreement
What is Lake Land Employment v. Columber?
This rule requires an acceptance to match the terms of the offer exactly under common law.
What is the Mirror Image Rule?
Under R2-110, service contracts fall within the S/F only if performance cannot be completed within this time period.
What is one year?
A contract formed when both parties exchange promises and each becomes immediately bound.
What is a bilateral contract?
This case applied the Knock-Out Rule when a warranty term in the offer conflicted with a different one in acceptance.
What is Gardner Zemke v. Dunham Bush?
This case held that a memo “subject to approval” is strong evidence that parties did not intend to be bound.
What is Empro v. Ball-Co?
Under Ford Motor Credit v. Russell, ads are generally considered this.
What are invitations to negotiate, not offers?
This case involved a wheat farmer who discussed selling 12,500 bushels at $5.01 per bushel but later tried to renegotiate the quantity.
What is Conagra v. Nierenberg?
A contract where quantity is measured by the buyer’s good-faith needs.
What is a requirements contract (UCC 2-306)?
Under 2-207(1), a contract can be formed even if this is true.
What is the acceptance contains additional or different terms?
This case allowed reliance damages after a distributor rejected a business sale based on an assurance from a supplier.
What is D&G Stout v. Bacardi?
This case held that adding assumptions about furniture in a home sale made the “acceptance” a counteroffer.
What is Ardente v. Horan?
This case held that contracts fall under the one-year rule only if performance is impossible within a year by explicit terms.
What is C.R. Klewin v. Flagship?
A contract in which the seller promises to sell all of the goods it produces of a particular type to a single buyer.
What is an output contract?
Under 2-207(2), additional terms between merchants become part of the contract unless one of these three conditions applies.
What are: offer limits acceptance, term materially alters, timely objection?
In this Hawaii asphalt case, the court used usage of trade and good faith to interpret a price protection term under the UCC.
What is Nanakuli Paving v. Shell?
This case held that a highly detailed Memorandum of Intent could still be binding even though the parties expected a later formal agreement.
What is Arnold Palmer Golf Co. v. Fuqua Industries?
Name two UCC exceptions to the S/F.
What are specially manufactured goods, admission in court, or receipt/acceptance?
(Any two accepted.)
A contract created when a consumer pays for a product before receiving the terms, typically found in software or electronics purchases.
What is a rolling contract / pay-now-terms-later contract?
Under 2-207(1), what are the two things an imperfect acceptance must still be in order to form a contract?
What are definite and seasonable?