Contracts

Common Law

Applies to services

UCC

Applies to Goods

Types of Ks

Express (formed by language, oral or written), Implied (formed by conduct), and quasi-contract (when unenforceable contract results in unjust enrichment - P can bring action in restitution)

As to acceptance: Bilateral K (promise for a promise - accepted in any reasonable way - presumption) vs Unilateral K (acceptance by performance- offeror promises to pay upon completion of requested act)

Unilateral K occurs in 2 situations

Only 1 promisor and 1 promisee

(1) offeror clearly (unambiguously) indicates that completion of performance is the only manner of acceptance
(2) where there is an offer to the public, like a reward offer or prize contest

• Look for “only by” - my offer can be accepted only by = magic words for unilateral K

Void contract

One that is totally without any legal effect from the beginning and cannot be enforced by any party (like agreement to commit a crime)

Voidable conrtact

One or both parties may elect to avoid by raising a D that makes it voidable (infancy or mental illness)

Unenforceable K

Otherwise valid but not enforceable due to a defense - like SOL or SOF.

CL vs A2 UCC

CL governs contracts generally + nonmovable goods (real estate, services, intangibles, or construction Ks

A2 governs goods - things moveable as items to be sold under K - sale of TANGIBLE things.

Merchants under A2

Merchant is one who regularly deals in goods of ind sold or holds themselves out as having special knowledge or skills as to practices or goods involved.

• General business practices → Almost anyone in business can be deemed a merchant

  • Special definitions → For implied warranty of merchantability, exceptions are narrower and require merchant to be merchant w respect to goods of the kind involved in the transaction

Contracts involving goods + nongoods

If sale involves both g&S → determine which aspect is dominant + apply law governing taht aspect to whole K

If K divides payment btwn G&S → A2 applies to sale portion + CL applies to svcs portion

Offer

Manifestation in the intention to be bound by creating a reasonable expectation in the offeree that the offeror is willing to enter into a K on the basis of offered terms

Reasonable Expectation in an Offer determined by

1) promise, undertaking, or commitment ot enter into K

2) certainty & definitieness in essential terms

3) communication of the above to the ofeeree

Method of communication of an offer

• Media → likely just soliciation of an offer (not offer)

• Advetisements → invitations for offers (not offer)

EXCEPT:

• Promise, certain/definite terms/offeree identified

Certain/definite terms in an offer

Offers must usually include (1) offeree’s name, (2) offer subject matter, and (3) price
EXCEPT FOR LAND: (1) price (2) description of land (most courts won’t supply a missing price term for realty)
EXCEPT FOR GOODS: quantity terms must be certain or capable of being made certain (UCC gap fillers can substitute it)

Requirement Contract

Buyer promises to buy from a certain seller all of the goods the buyer requiers, and seller agrees to sell that amt to the buyer

Output Contract

Seller promises to sell to a certain buyer all of the goods that the seller produces, and the buyer agrees to buy that amt from the seller. Good faith assumed so no tender of demand for quantity unreasonably disproportioante to (1) any stated estimate or (2) in absences thereof, any normal or otherwise comparable prior output reqs

Requirements for employment K

Duration must be specified - if not and offer is accepted, it is construed as creating a K terminable at will of either party.

Termination of Offer by Offeree

Lapse of Time & Rejection

Termination by Offeror

Revocation with 4 exceptions where offers cannot be revoked - (1) options (2) merchant’s firm offer under article 2 (3) detrimental reliance (4) beginning performance in response to true unilateral contract offer