Offer & Acceptance
How does a counteroffer affect the original offer?
It "kills" the original offer (no longer acceptable)
What is the Last Shot rule?
whichever party got their form in last before performance, wins
What is consideration?
what each party is giving up
What is promissory estoppel?
detrimental reliance
What are the two questions for the Statute of Frauds inquiry?
1) is there a contract?
2) does the contract satisfy the statute of frauds?
What does the offeror need to do to revoke the offer?
Communicate revocation to the offeree
What is the Knockout Rule?
Aka the Matchup Rule - take both parties' forms, include terms that they agree on and exclude others, fill in gaps w/ Article 2
Explain the benefit-detriment test.
Benefit of A = detriment of B
Benefit of B = detriment of A
What is unjust enrichment?
One party shouldn't be enriched at the expense of the other
How is the statute of frauds satisfied at common law?
Type (required to be in writing)
Writing (sufficient memorandum to comply)
Exceptions (part performance or detrimental reliance)
What is an option contract?
Promise not to revoke with money for buying time
What are the three "boxes" for the Battle of the Forms inquiry?
Box 2: if yes, what are the terms?
Box 3: if no, which terms govern?
What is past consideration?
NO consideration
What are the elements of promissory estoppel?
(1) Promise is intended to induce reliance
(2) Promise does induced reliance
(3) Reliance is reasonable
(4) Injustice is avoidable only by enforcement of the promise
What are the types of contracts that must be in writing?
MY LEGS:
Marriage, year, land, estate, goods over $500, surety
What is the Mailbox Rule?
Acceptance is active when it leaves the possession of the offeree, whether or not the offeror has received it yet
What does expressly conditional language do to the document? What happens if both sides always include expressly conditional language?
Makes the document a counteroffer rather than an acceptance, so there would be no contract based on forms
What is the peppercorn theory?
consideration doesn't have to be proportionate, can be as small as a peppercorn
How is promissory estoppel recovery limited?
to the amount detrimentally relied by
(1) signed by party resisting enforcement
(2) must evidence a contract for the sale of goods
(3) must contain a quantity term
What are the three exceptions to revocation?
Option contract
Detrimental reliance
Firm offer rule
In Box 2, what are the three exceptions to adding terms between merchants?
1) the offer expressly limits acceptance to the terms of the offer
2) the terms materially alter the contract
3) notification of objection to the terms has already been given or is given within a reasonable time after notice of the terms is received
Explain the bargained-for exchange test, and how it applies to conditional gifts.
Do the promises cause each other?
Was the promise really what the other party was seeking?
When is a defendant liable for unjust enrichment?
(a) P confers a benefit on D
(b) D retains/accepts benefit
(c) circumstances where it’s inequitable/unjust for D to retain benefit without paying
What are the exceptions to the statute of frauds under Article 2? (and explain!)
(1) admission of guilt
(2) specifically manufactured
(3) payment/goods acceptance
(4) merchant confirmation
(5) detrimental reliance