Formation
This exception lets a merchant's signed offer stay irrevocable for up to 3 months without any consideration
What is a merchant's firm offer (UCC § 2-205)?
This test determines whether a mixed goods-and-services contract is governed by the UCC or the common law.
What is the predominant purpose test?
This defense applies when a minor disaffirms a contract, but they remain liable for the reasonable value of these essential items.
What are necessaries?
This UCC dollar threshold requires a signed writing for a contract for the sale of goods.
What is $500?
This type of beneficiary, unlike an incidental beneficiary, has the legal standing to sue and enforce a contract made for their benefit.
What is an intended beneficiary?
Under this rule, acceptance is effective the moment it's mailed, not when it's received.
What is the mailbox rule?
This rule says a promise to do something you're already legally obligated to do is not valid consideration for a new promise.
What is the pre-existing duty rule?
This doctrine excuses performance when it remains technically possible, but an unforeseen event has destroyed the entire reason the party wanted to perform.
What is frustration of purpose?
This clause in a written contract states that the writing is the complete and final agreement, triggering the parol evidence rule.
What is a merger (integration) clause?
This device transfers a party's DUTIES under a contract to someone else. The original party generally remains liable if the new party doesn't perform.
What is a delegation?
This doctrine makes an offer irrevocable when the offeree reasonably and foreseeably relies on it to their detriment, even without formal consideration.
What is promissory estoppel (detrimental reliance)?
Under the UCC, a modification to a goods contract needs NONE of this, as long as it's made in good faith.
What is consideration?
This doctrine excuses performance when an unforeseen event makes it possible only through extreme and unreasonable difficulty or expense.
What is impracticability?
Even a fully integrated writing can be explained or supplemented by these three UCC categories, unless the writing specifically negates them.
What are course of dealing, course of performance, and usage of trade?
Unlike a delegation, this three-way agreement fully releases the original party from liability by substituting in a new party.
What is a novation?
This doctrine holds that an offer is revoked when the offeree learns from a reliable source that the offeror has acted inconsistently with the offer, even without a direct communication.
What is constructive revocation?
A minor's contract is generally voidable at the minor's option, EXCEPT for this category of goods/services essential to their subsistence.
What are necessaries?
This clause in a written contract states the writing is the complete and final agreement, triggering the parol evidence rule.
What is a merger (integration) clause?
This classic memory device covers the six categories of contracts that must be in writing under the Statute of Frauds.
What is MYLEGS (Marriage, Year, Land, Executor, Goods $500+, Suretyship)?
This UCC provision lets a seller fix a defective tender, even after the contract deadline, if the seller had reasonable grounds to believe the original tender would be acceptable.
What is the seller's right to cure (§ 2-508)?
This UCC provision lets a contract form even when the parties' forms have conflicting terms, so long as acceptance isn't made conditional on the new terms.
What is the battle of the forms (§ 2-207)?
This defense excuses performance when an unforeseen event makes performance possible but only through extreme and unreasonable difficulty or expense.
What is impracticability?
Under UCC § 2-202, even a fully integrated writing can still be explained by these three categories of extrinsic evidence.
What are course of dealing, course of performance, and usage of trade?
A fact is this if a reasonable person would consider it important in deciding whether to enter the transaction, OR if the defendant knew this particular plaintiff would consider it important, even if a reasonable person generally wouldn't.
What is material?
This procedure lets a party with reasonable grounds for insecurity demand written assurance of performance, and treat a failure to respond within 30 days (under the UCC) as a repudiation
What is demand for adequate assurance of performance?