You down with UCC? Yeah you know me!
Applies to the sale of goods even when the goods are being bartered for something.
What is Article II of the UCC?
A fictional promise the court creates to do justice; typically occurs with no interaction.
What is an implied-in-law promise?
Elements of an offer.
What is (1) Manifestation of Willingness (2) Justified Understanding on Recipient’s Behalf (3) Offer’s Terms are Sufficiently Definite?
Elements of Acceptance.
What is 1) manifestation of assent; 2) by an offeree; 3) to the terms of the offer; 4) made in a manner invited or required by the offer; 5)while the offeree still has the power of acceptance?
Elements of Consideration.
What is (1) Bargained for exchange for (2) something of legal value?
Common law applies. EX: Employment contract; sale of land (including with house); gym membership
What is "all other contracts"?
The elements for promissory estoppel.
What is (1) A promise (2)Promisor should have expected it to cause detrimental reliance (3) Promisee did detrimentally rely on the promise (4) Promisor didn’t perform as promised (breached) (5) Injustice will occur unless the promise is legally binding?
The theory that courts apply when they look at what was said, done, and a reasonable person would think.
What is the objective theory of contract?
Manifestation of assent must be this. Hint: It's certain!
What is unequivocal?
Illusory Promise.
What is one party has the unlimited power to terminate the contract?
What is "when there is no specific UCC Rule dealing with the specific issue" or something along those lines?
The elements of a quasi-contract.
What is 1) The defendant has been enriched 2) By the plaintiff and 3) It would be unjust for the defendant to not pay the plaintiff for the benefit retained?
Contracts may fail if a material term is so ____ court would not be able to know if a party breached, or there is a gap about something material and the court will not gap fill because it is too subjective (such as quantity of goods), or there is an agreement to agree (traditional rule).
What is vague?
Offeree does not have to read or understand the document for their manifestation of assent to be effective (even if blind, illiterate, or does not understand the language), unless the offeree does not know and has no reason to know that the document is a proposed contract or its essential terms (example of the exception is fraud in the execution).
What is the duty-to-read rule?
Peppercorn Theory of consideration.
What is "if the exchange is bargained for, courts will not assess the adequacy of the exchange for purposes of determining if consideration exists."?
When the party selling goods also provides service or land.
What is a Hybrid (Mixed)Contract?
Moral obligation and formality under the seal.
What is NOT something extra to form a contract?
Courts will do this quite aggressively.
What is gap-filling?
Only need to know that Article 2 of the U.C.C. rejects the _________.
What is the mirror-image rule?
The exceptions of Pre-Existing Duty Rule.
What is Promissory estoppel, Unanticipated-circumstances doctrine and Contracts for the sale of goods?
What is the pre-dominant purpose test?
Factors for element five of promissory estoppel.
What is reasonableness of reliance, whether reliance was definite and substantial, and formality of the promise?
If not prepared to commit, no offer. Just _______ _________.
What is preliminary negotiations?
The classic case in which the court will imply, as a matter of law, a promise to keep the offer open is when a subcontractor submits a bid to a general contractor.
What is the exception to the norms of a bilateral contract for construction bids? (or just something like that)
The rule that states: Total (or complete) integration discharges everything within its scope (i.e., subject matter). Partial integration discharges only contradictory terms. Court applies the rule, not the jury. Court assumes promise or agreement was made.
What is the Parol Evidence Rule?