Contract Law Limitations of Specificity and Form

These flashcards cover key concepts related to the limitations of specificity and form in contract law, including important cases and principles.

Restatement (Second) § 33 – Certainty

A section of the Restatement that states a manifestation of intention must be reasonably certain to form a contract.

Reasonably Certain Terms

Terms that provide a basis for determining breach and appropriate remedies in a contract.

UCC § 2-204 (3) – Open Terms

Allows contracts to be valid even when terms are left open, as long as there is intent to contract and a basis for appropriate remedies.

Varney v. Ditmars (N.Y. 1916)

A case where the court found a promise to pay a 'fair share of profits' too indefinite to form a binding contract.

Oglebay Norton Co. v. Armco, Inc. (Ohio 1990)

A case where an open price term was enforceable due to the parties' course of dealing and industry custom.

UCC § 2-207 – The Battle of the Forms

A section that modifies the common-law mirror-image rule, allowing acceptance that modifies terms under certain conditions.

Mirror-Image Rule

A traditional common-law principle where any deviation from the offer is considered a counter-offer.

Material Alteration

Changes to a contract that materially affect the agreement and may prevent additional terms from becoming part of the contract.

Step-Saver Data Systems v. Wyse Technology (1991)

A leading case that ruled shrink-wrap license terms did not become part of the contract due to lack of assent.

Specht v. Netscape Communications (2002)

A case ruling that insufficient notice of license terms resulted in no mutual assent.

Restatement § 19 – Conduct as Assent

States a person's conduct can manifest assent if it shows intent and the other party can infer acceptance.

The UCC's Function Over Formalism

The UCC prioritizes validating agreements based on clear commercial intent, rather than strict adherence to formalities.