Contract 2.0

Offer

manifesting of willingness to enter into a bargain for exchange which create the power of acceptance

Acceptance

Manifestation to the assent to the terms dictated by the offeror

Consideration

Act or forbearance thereof or promise by the promisee give the bargain for exchange

Termination of Power of Acceptance

1- lapse 2- incapacity/ death 3- revocation

Manner of Acceptance

Bilateral - return promise by the offer is acceptance

Unilateral - completion of performance by the offer is acceptance and performance at the the same time

Mirrior image - for acceptance

UCC 2-206 - seller can accept by shipping goods even if non conforming

UCC 2-207

1) clear and definite tiers of acceptance and if the acceptance was expressly condoned based on the offeror assent to the terms

2- what are the terms of the contract and if they’re additional/ conflict terms if they are merchant they are added only if they dont materially alter the contract Additional terms become part of the contract unless:

• they materially alter the contract,

• the offer limits acceptance to its own terms, or

• the offeror objects in a reasonable time.

• If one or both parties are not merchants:

• different (conflicting) terms: usually knocked out and replaced.Additional terms are just proposals3- gap filler If terms are knocked out or missing, the UCC supplies gap-fillers to resolve the dispute.

Not consideration

1- gift 2- moral 3- illusory promise 4) pre existing duty

If no consideration

1- promissory estoppel

• reasonably foreseeable that theyre would be reliance and the only way to make it fair is to enforce the promise

Defenses to Formation

1) incapacity 2) undue influence 3) minority 4) duresss 5) fraud

Statue of Frauds

1) if contract can’t be completed within a year

2) if its a real estate transfer

3) sale of good over 500

4) suretyship

Common law- must have essential terms and party to be charged has to sign

UCC- has to have writing showing of a contact

Excused - part performance of real estate transfer, part performance of contract . waiver, estoppel, unjust enrichment UCC- custom goods, part performance

Article 9

governs assignments of accounts when they are used as collateral or are sold.

Assignment

an act of manifestation by the owner of a right the assignor indicating his intent to transfer that right to another person the assignee

Delegation

transfer of contractual duties by one party the delegator to another party the delegatee. Valid unless its a personal service or it explicitly prohibited by the contract. Delegation doesn’t excuse the delegator liability unless novation

3PB

when two parties intend their contract to benefit the 3PB. Incidental beneficiaries, those who become by coincidence have no right to enforce the contact. 3PB rights vest when they Asset to the contract, seek enforcement, or rely after hearing about it

Condition Precedent

a condition must occur before the promisors duty to perform

Express Condition

an event that must occur before performance then the other party is triggered (only have to perform if it happens

contigent- unlees, if, until, risk of forfeiture

Constructive Condition

mutually dependent promises, meaning each party’s duty depends on the other’s performance.

If one party substantially performs, that satisfies the constructive condition and triggers the other party’s duty to perform. However, if there is a material breach, the other party may still have to perform but can sue for damages.

Perfect Tender Rule

(UCC 2-601):
If goods fail to conform in any way, the buyer can reject them, as long as they do it within a reasonable time after delivery.

Anticipatory Repudation

unequivocal language that a party can’t or will not perform on the date of perfroamce

Assurance of due performance

UCC 2-609 if you have reasonable grounds for insecurity hen you can demand adequate assurance if you dont get assurance treat is as an aniticipatory repudiation

Impossibility/ Impracticability

• Objective = impossible for everyone

• Subjective = impossible only for you (not excused)

Frustration of Purpose

hen an unexpected event destroys the main reason for the contract, making it valueless

, so the parties are excused.

Parol evidence

prior or contemporaneous oral or written agreements; extrinsic evidence can only be used to explain or supplement a final written contract, not contradict it.

Novation

when the obligee agrees to release the original obligor and replace them with a new obligor, who takes over the duties and liability.

Vesting

the right is fully yours now.