Contracts

when does the ucc apply

sales of goods

when does the CISG apply

international sale of goods

when does common law apply

everything that the ucc and cisg don’t apply to

bilateral contract

exchange of promises

unilateral contact

promise for performance

how do you identity whether a contract is unilateral or bilateral

what does the offeror want

when can you revoke an offer

before performance has begun §45

tender of performance

offeree has attempted to provide it

when can you revoke a unilateral contract

once performance starts it becomes an option contract and the offerer can’t revoke

what do you need to have for a contract

offer, acceptance, consideration

what is an offer

something that manifests a willingness to be bound and terms are reasonably certain

subjective approach

peerless caseo

objective approach

evaluate formation based on what a reasonable third party would have thought

lucy v zehmer

two guys write and sign a contract but one thinks it is a joke the whole time, court says it is still a contract

effect of misunderstanding

no mutual assent if both parties don’t know what the other one is thinking or have no reason to know

mutual assent if one person knows what is going on and is trying to trick the other (someone knows more)

§ 20

Ray v eurice bros

builders didn’t want to build the house after the contract had been signed, court said too bad you can’t just back out because you thought it was different

duty to read

if a person has the capacity to read and there is no extenuating circumstance it’s not the courts fault they didn’t read and the contract is still valid

are advertisements offers

no they are normally seen as invitations for offers

certainty

terms of an offer need to be certain to have a contract

quake factors

whether the type of agreement is usually put in writing

how detailed the agreement is

how much money is involved

does agreement require formal writing for full expression of convenants

why would you prefer a unilateral contract

if you doubt performance will happen

why do contacts fail

there was no offer

there was no acceptance/no proper acceptance

no consideration

when are acceptances valid under mailbox rule

when sent

what things are only valid when received under mailbox rule

offers, rejections, counter-offers

what is special about rejections under mailbox rule

they suspend the power of acceptance

CISG difference from mailbox rule

acceptance is only valid once it reaches offeror

when is silence as acceptance ok

when offeree takes services with reason to know compensation is expected

offeror indicates silence is acceptance and offeree agrees

previous dealings

how do you accept a unilateral contract

by performance

promisor

person making the promise we are trying to enforce

promisee

person receiving the promise we are trying to enforce

benefit detriment test

for consideration

benefit to promisor or detriment to promisee

bargain for exchange

is there a swap

does there need to be bargaining for bargain for exchange

no

mutual inducement

each party’s promise must induce the others under bargain for exchange

what isn’t consideration

gift

past consideration

sham consideration

fraud or durress

illusory promises

where does the UCC not apply

Louisiana

UCC 2-207 part 1

an acceptance is an acceptance even if it has different or additional terms unless acceptance is made expressly conditional on assent to new terms

UCC 2-207 part 2

additional terms are seen as proposals unless it is between merchants and then terms are automatically included except for when-

the offer expressly limits acceptance to terms of offer

new terms materially alter acceptance

notification of objection is given within reasonable time frame

UCC 2-207 part 3

consider if there is no acceptance under part 1

conduct of parties which recognizes existence of contract is sufficient to establish a contract even if writings of parties don’t. the terms of the contract are the terms the writings agree on and anything included under part 2

additional terms

new stuff

different terms

incompatible with the original contract

inclusive approach

sees new terms as a material alteration so they are not part of the contract

categorical exclusion approach

terms are seen as merely a proposal so not included

knockout approach

kick out both terms and court comes up with a new one

coakley factors

language of contract

nature of business of supplier

intrinsic worth of materials