Rule Statement (1)
forbearance
even if the claim later proves invalid, forbearance on suing is valid consideration so long as (1) claimant believes in good faith that the claim has merit and (2) claimant has a non-frivolous basis for asserting the legal claim
Offer
(1) communication showing offeror's willingness to enter into a K that (2) justifies offeree in understanding that offeree's assent will immediately create that K
UCC Writing Requirements
to satisfy SoF, (1) show contract has been made (2) be signed by the party to be charged (3) describe quantity of the goods sold (enforceable ONLY up to the quantity in the writing)
Common Law Writing Requirements
To satisfy SoF (1) show that contract has been made (2) be signed by the party to be charged (3) and describe essential terms with reasonable certainty (Parties, subject matter, consideration)
Mirror Image Rule of Acceptance
Acceptance of an offer is the (1) offeree's communication of unequivocal and unconditional assent (2) to the offer's terms without the slightest variation
Promissory Estoppel
(1) unambiguous promise is enforceable as justice requires (2) the promise induced promisee to detrimentally rely (3) that reliance was reasonable (context proportionate) AND (4) that type of reliance was foreseeable to promisor
Merchant firm Offer
an Offer (1) by a merchant (2) to buy or sell goods (3) in a signed writing (4) which gives assurance that the offer will be held open
is not revocable during the time syated, or (5) if no tome is stated, for a reasonable time. However (6) the period of irrevocability cannot exceed 3 months
What is the sufficient writing rule under the UCC
writing must (1) show that a contract has been made (2) be signed by the party to be changed (aka the party against whom enforcement is sought) (3) and describe the quantity of goods
What is the sufficient writing rule under common law
(1) show that a contract has been made (2) be signed by the party to be changed (aka the pary against whom K enforcement sought) (3) and describe the essential terms with reasonable certainty (parties, subject matter, consideration)
Bilateral K
acceptance via exchanging promises
consideration: THIS promise for THAT promise
Duty to read
a party has a duty to read and understand all K terms. A party is bound to a term unless that term exceeds reasonable expectations
Revocation (direct and indirect)
Direct - an offer is directly revoked when offeror unequivocally communicates that offeror will not form the proposed contract. A revoked offer terminates offerree's power to accept
Indirect - An offer is indirectly revoked when (1) offeree acquires reliable information that (2) offeror did an act inconsistent with the offer's terms. A revoked offer terminates offeree's power to accept
What are the UCC exceptions under SoF
between (1) merchants (2) a written confirmation, which (3) satisfies the SoF as to (4) sender, sent (5) within a reasonable time and (6) not objected to within 10 days satisfies the SoF as to both parties, even (7) without recipients signature
What are the common law exceptions under SoF
Part Performance (land contract)
- if a party has taken substantial steps in reliance on an oral land contract, the contract may be enforced despite the lack of writing
Mixed test of interpretation
An asserted meaning is the legal meaning only if (1) an objective reasonable person would understand the disputed communication and (2) the asserting party actually understood it that way.Otherwise, the asserted meaning fails
Material Benefit Rule
(1) promise made (2) in recognition of a (3) non-gifted material benefit (4) previously received by Promisor from promisee is enforceable as justice requires
Terminating Offers Hint: Cowboys Ride To Rodeos Daily
these events terminate offeree's power to accept
(1) offeree made a Counteroffer
(2) offeror (direct or indirect) Revoked offer
(3) the period of Time to accept the offer has ended or lapsed
(4) offeree Rejected the offer
(5) OR, offeror's or offeree's subsequent Death or legal incapacity
What is the UCC rule under SoF
a contract for the sale of goods for the (1) K price of $500 or more is NOT enforceable unless there is (2) sufficient writing that indicates that a contract for sale has been made between that (3) parties and (4) signed by the party against whom enforcement is sought
Pre-existintg legal duty rule under common law
*most concisely used in a mix and match way
a K to modify a prior K is enforceable only when each party undertakes a legal detriment and requires in exchange what it seeks from the other party
Unilateral K
acceptance by performing an action
consideration: i will make THIS promise if you do THAT act
Unanticipated Circumstances
(1) both parties are still mid-perfromance any K modification (2) due to unanticipated circumstances is enforceable if it is (3) mutually assented to by all parties and (4) procedurally and (5) substantively equitable
General consideration
For an agreement to be enforceable, both parties mst receive bargained-for consideration. Bargained-for means that each party must seek something from the other party in exchange for something thst other party os seeking
K-modification under UCC
an agreement modifying a contract for the sale of goods is binding without new consideration, if formed in good faith due to legitimate commercial reasons
Option Contracts
(1) an option contract - as a fully formed contract - restricts offeror's power to revoke another offer (2) without an option K, offeror can revoke the offer prior to the acceptance unless offeree started performance or detrimentally relied on the offer
Offer Revocability
(1) without an option K (2) offeror can revoke the offer (3) prior to the acceptance (4) unless offeree started performance OR (5) unless offeree detrimentally relied on offer (6) unless offeror made a merchant firm offer