General
A legal term with legal requirements; or
A legally enforceable agreement; or
A promise or set of promises enforced by law
What is a contract?
Requirements to form a valid K?
1. Mutual Assent (offer and acceptance)
2. Consideration (bargained for exchange of legal value btwn parties)
3. No defenses to K formation (SOF, fraud)
What is the exception to the rule that an offer must be directed to a specific offeree?
Contest or Reward Offers
[Give Example]
A manifestation of a willingness to enter into the agreement by the offeree under the objective standard
Acceptance
Arises when the acceptance has a different term from the initial offer
Knock-Out Rule
Majority: knock out both of the different terms, neither term will govern and the general gap-filling provisions of UCC will apply
The applicable law in Contracts is
Common-Law, and
UCC
Offer and acceptance are governed by the standard of
Objectivity
The 6 ways to revoke an offer are...
1. Offeror revokes the offer by express communication to offeree
2. Offeree learns of an action that is inconsistent w/ offeror willingness to K (constructive revocation)
3. Offeree rejects the offer
4. Offeree makes counteroffer
5. Offeror dies
6. A reasonable amount of time passes
Mailbox rule applies only to .... and is effective when the letter is ... and does not apply to these scenarios:
Acceptances
Sent/Posted
1. If the offeree sends something else first
2. Other types of communication like rejection or counteroffer
3. Option contracts
Under UCC, acceptance based on conduct, only the terms that...
both writings agree on become part of the K.
Applies to most contracts such as services and real estate, except sales of goods
Common Law
All essential terms must be covered in the agreement under...
Common-Law
Ex: quantity, price, time of performance, etc.)
The 4 ways an offer can be irrevocable are...
Options
Firm Offers
Offeree started performance in a unilateral K
Detrimental reliance
Under common law, this rule says the acceptance must match the terms of the offer exactly, or it is not an acceptance, but a counterofferer
Mirror Image Rule
A merchant includes...
1. a person who regularly deals in the type of goods involved in the transaction or,
2. by his occupation, holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction, and
3. any businessperson when the transaction is of commercial nature.
Governs the sale of goods
UCC Article 2
Quantity
In an option contract, what is required to the offeror to hold the option open?
Consideration
A conditional acceptance is another form of a ...under common law
Counteroffer
The difference between a Unilateral contract and a Bilateral Contract is...
Bilateral- promise for a promise; can be accepted by a return promise OR beginning of performance
Unilateral- promise for performance; can ON;Y be accepted by COMPLETE performance
Mixed Contracts follow two rules with one exception:
"All or Nothing" rule, and
"The Predominant Purpose" rule
Exception: Divisible Contracts
[Explain the rules and exception]
The difference between a requirements contract and an output contract is...
Requirements K: buyer offering to buy all that they need from an individual seller
Output K: Seller offering to sell all that they produce to an individual buyer
A firm offer must...
1. Be written
2. Signed by the offeror
3. Explain explicit promise not to revoke
4. Time period cannot exceed 90 days (3 months)
Note: no consideration is required
Under the UCC, an additional term may control but only if 4 things are true.
1. Both parties are merchants
2. The new term does not materially alter the deal
3. The initial offer did not expressly limit acceptance to its terms; and
4. The offeror does not reject within a reasonable time to the new term
A confirming memo sent by one party with additional terms operates as an
Acceptance