Applicable Law
What body of law governs contracts for the sale of “goods”?
UCC Article 2 governs contracts for the sale of goods (tangible, movable items identifiable at contract formation).
What is the common-law definition of an offer?
An objective manifestation of present intent to enter into a bargain, with definite and certain terms, communicated to an identifiable offeree.
What is acceptance under common law?
An unequivocal agreement to the terms of the offer, communicated by an offeree with the power of acceptance.
What is consideration?
A bargained-for exchange for legal detriment (or benefit) to the promisor/promisee.
Under common law, what is generally required for a valid contract modification?
New consideration supporting the modification.
What law governs services and “all other” non-goods contracts?
Common law governs services and non-goods contracts.
What “essential terms” must a common-law offer generally include?
Quantity, time, identity of subject matter, and parties.
What is the “mirror image rule”?
Acceptance must mirror the offer; additional/different terms usually operate as a counteroffer (rejection).
What is the pre-existing duty rule?
A promise to do what one is already legally obligated to do is not consideration.
What common-law doctrine can enforce a modification without new consideration?
A modification may be binding if fair and equitable in light of unanticipated circumstances.
In a mixed goods/services contract, what test determines whether UCC or common law applies?
The predominant purpose test (look to the main thrust of the deal).
What is the key essential term for a UCC offer for the sale of goods?
Quantity; other terms can be supplied by reasonable UCC gap-fillers.
What is the mailbox rule?
A properly dispatched acceptance is effective on dispatch (not receipt), unless an exception applies.
Name two common-law exceptions to the pre-existing duty rule.
(1) new/different consideration
(2) modification that is fair and equitable due to unanticipated circumstances
Under the UCC, what is required for a modification of a contract for the sale of goods?
No consideration is required, but the modification must be made in good faith.
Under the UCC, who is a “merchant” (triggering special rules like firm offers and battle of the forms)?
One who regularly deals in the goods or holds themselves out as having special knowledge/skill as to the goods or practices involved.
Name two ways an offer can become irrevocable without acceptance.
Option contract supported by consideration, or a UCC merchant’s firm offer in a signed writing (max 3 months).
Name three limits/exceptions to the mailbox rule.
(1) option contracts (acceptance effective on receipt);
(2) rejection then acceptance (whichever arrives first); (3) acceptance then rejection if offeror detrimentally relies on rejection first.
What is promissory estoppel (as a substitute for consideration)?
A promise reasonably expected to induce action + actual reasonable reliance + enforcement necessary to avoid injustice.
If a seller ships nonconforming goods as an “accommodation,” what is the legal effect?
It is treated as a counteroffer, not an acceptance (buyer may accept or reject)
When a contract includes separable goods and services promises, what doctrine can treat them under different governing rules?
A divisible contract approach (severable parts can be governed differently).
List five ways an offer can terminate.
Revocation, rejection, lapse of time, operation of law (death/insanity, destruction, illegality), and counteroffer (as rejection).
Under UCC 2-207, what happens when an acceptance adds additional terms between merchants?
A contract can form; additional terms become part of the contract unless they materially alter it, the offeror objects, or the offer was limited to its terms (different terms often handled by knock-out + gap-fillers).
What is an illusory promise?
Performance entirely within a party’s discretion (requirements and output contracts are not illusory)
Under UCC 2-205, what are the requirements and maximum duration of a merchant’s firm offer?
A signed writing by a merchant assuring the offer will be held open; irrevocable for the stated time, but not longer than 3 months.