Contract Law Frameworks

Flashcards covering key contract law frameworks including Common Law, UCC Article 2, UN CISG, and UNIDROIT Principles based on the lecture notes.

What types of agreements are governed by Common Law contracts?

Common Law applies to services, real estate, employment, and private agreements.

What are the essential ingredients of a valid contract under Common Law?

Offer (requires definite terms, mirror image rule, and meeting of the minds), Acceptance (mailbox rule applies), and Consideration.

What occurs under Common Law when an offeree attempts to accept an offer with altered terms?

Under the mirror image rule, any change in terms results in a rejection and a counter offer.

What constitutes valid consideration under Common Law, and is past consideration accepted?

Consideration requires a bargained-for exchange, inducement, or forbearance. Past consideration is not valid.

What is required to modify an existing contract under Common Law?

Modifications under Common Law require new consideration.

What is the application of the Parol Evidence Rule under Common Law and the UCC?

External evidence or documents are excluded if the contract is fully integrated.

According to the notes, when is a writing required under the Statute of Frauds?

A writing is required for goods priced at $500+, contracts with a duration > 1 year, though partial performance or unjust enrichment may override this.

How do bilateral and unilateral promise structures differ?

A bilateral contract is a promise for a promise, whereas a unilateral contract is a promise for performance.

What domain does Article 2 of the UCC govern?

UCC Article 2 applies to Movable Tangible Goods, typically between merchants.

Which term cannot be left as an open term during contract formation under the UCC?

Quantity (open terms are allowed except quantity).

What doctrine governs conflicting standardized forms between merchants under the UCC?

Battle of the Forms.

What is the UCC Firm Offer Rule?

A merchant's signed offer that remains open without requiring consideration.

When does the UN CISG apply to international commercial transactions?

It applies when both buyer and seller are located in ratifying countries (95 countries; ~ 80% of global trade), unless parties opt out.

How does the CISG treat non-material deviations in contract acceptance?

Non-material deviations in acceptance are generally OK, offering more flexibility than Common Law.

Are written contracts required under CISG or UNIDROIT Principles?

No writing is required; contracts can be formed by any means under both CISG and UNIDROIT.

What are the UNIDROIT Principles?

A harmonized soft-law framework used for international commercial contracts.

How do modification consideration requirements compare across Common Law, UCC, CISG, and UNIDROIT?

Common Law requires new consideration for modifications, whereas UCC, CISG, and UNIDROIT require no consideration.

How do evidence rules differ between CISG/UNIDROIT and Common Law/UCC?

CISG admits all evidence and UNIDROIT accepts broad evidence (no strict parol evidence rule), whereas Common Law and UCC exclude external evidence if the contract is integrated.