DEAL OR NO DEAL
This is the core requirement for forming a contract, usually shown through offer and acceptance.
This doctrine allows a contract to be enforceable even without consideration when a party reasonably relies on a promise
What is promissory estoppel
This is the requirement that distinguishes an offer from preliminary negotiations
What is manifestation of intent to be bound
Force majeure clause
shifts risks that would ordinarily fall on the party whose performance is adversely affected in circumstances where the event is out of the performers effective control
This measure puts the non-breaching party in the position they would have been in if the contract never existed
what is reliance damages
A contract formed by conduct rather than explicit words.
What is Implied In Fact
This test determines whether a modification to a contract under common law is valid without new consideration
What is preexisting duty rule
This type of offer cannot be revoked for a stated period if it is in writing, signed, and made by a merchant
What is a UCC firm offer
Sellers right to cure?
If time remains before the deadline of the contract: Seller may cure by delivering conforming goods.
If time expired but seller had reasonable grounds to believe tender was acceptable: Seller gets a further reasonable time to cure.
This doctrine reduces damages when the non-breaching party fails to reasonably minimize their losses
what is the duty to mitigate
This is a promise that induces someone to enter a contract
Three exceptions to UCC battle of the forms. When do extra terms not become part of the contract when both are merchants?
These things sometimes distingush an invitation to negotiate from a true offer
What is indefiniteness and material terms
What are the two types of duress, and which are void/voidable
Physical duress: void
Economic duress: voidable
This remedy is typically available when money damages are inadequate, especially involving unique goods or land
what is specific performance
This is a defense where one party claims unfair pressure or coercion
What is Duress
This doctrine allows a court to fill gaps in a contract using industry standards or past dealings
What are UCC Gap Fillers
What are the three exceptions to the statute of frauds?
partial performance, judicial admission, reliance
Perfect tender rule
Buyer may Reject all Accept all, or Accept some and reject the rest if goods fail in any respect to conform.
Three things assessed for Commercial impracticability
What counts as valid consideration?
A performance or return promise is bargained for if it is sought in exchange for a promise, Performance consists of, Act other than a promise, Forbearance (withhold) , Creation, modification or destruction of a legal relation
How can offers be terminated?
Opinion or statement about future facts generally will not be the basis for the finding of fraud/material misrepresentation EXCEPT WHEN
There is a relationship of trust that would induce reliance
Implied warranty for a paritulcar purpose
Implied for purpose: Seller bears the risk that his products will not suit a particular purpose if The seller has reason to know of the purpose or The seller has reason to know of the buyers reasonable reliance on the sellers skill in selecting the suitable goods
expectation damages
aim to put the promisee in the position she could have occupied if the promise had been performed