Crim Midterm

UCC 2-204

general formation purpose

(can be made with missing terms as long as there is reasonable certainty)

UCC 2-204 (1)

if there was an agreement before parties and the parties act as if they have one, there is an agreement

UCC 2-204 (2)

does not matter when the contract was formed, as long as conduct shows

UCC 2-204 (3)

even if the terms are murky, if the vibes are contact, there is one

UCC 2-205

firm offer by A MERCHANT must be in writing and cannot be revoked during the time stated, or 3 months

UCC 2-104

merchant who deals in goods of that kind, or employs people that do

UCC 2-206

offer should be accepted by any reasonable manner, can accept by words or deeds even if there is no confirmation

UCC 2-206 (1)

while beginning of performance is mode of acceptance, if the offeror is not notified within a reasonable time, it can be treated as a lapse

UCC 2-207 (1)

applies to anyone, if you mean to accept, it counts as an acceptance even if additional terms are stated

UCC 2-207 (2)

if one party is not a merchant, additional terms are not apart of the agreement

UCC 2-207 (2) (parties are merchants)

not apart of the contract if (1) limits acceptance to new terms (2) materially alter it (3) rejection has alr been given/ or given within a reasonable amt of time

UCC 2-207(3)

(when formed under 2-204) an acceptance can be made with clear agreement even if it does not conform to the one required by contract

settlement agreements

one giving up their legal right to bring claim in exchange for money, if claim turns out to be invalid, scrap the suit

settlement claims that are invalid are binding when:

1. claim is made in good faith

and/or (depending on jurisdiction)

1. claim has a reasonable basis

nominal consideration

not valid, bears no relationship to the value being exchanged

moral obligation

a promise to do what is morally obligated is not valid consideration

past consideration

not valid, The act happened BEFORE the promise was made and was not bargained for in exchange for the promise 

is pre existing duty valid?

no, a promise to do what one is already legally obligated to do is NOT valid consideration

does pre existing duty apply in the UCC?

no, because 2-209

illusory promises

promise that leaves the promisor entirely free to perform or not perform at the promisor’s unfettered discretion

Promissory Estoppel elements

• made a promise

• reasonable person would believe it

• relied on it

misrepresentation

• false statement

• material to the contract

• intentional, negligent or innocent

• relied on

• caused damage

types of misrepresentation

intentional, negligent, innocent

non disclosure elements

• failure to disclose

• duty to disclose

• non disclosed fact was material

• relied on

• caused damage

concealment

• active efforts to prevent another party from learning a fact

• was material

• relied on

• caused damage

mutual mistake

• mistake by both parties at time the contract was made

• concerning a basic assumption

• material effect

can a contract be rescinded w/ a mutual mistake?

yes, if if affects the substance, not the quality

unilateral mistake elements

• mistake by one party about a fact surrounding

• concerning a basic assumption

• material affect

• AND the non mistaken party should have known, caused the mistake, OR the mistake makes the contract unfair

duress elements

• one party makes a threat

• precludes the other party from exercising free will

illegality

If either the consideration or subject matter of a contract is illegal, this will serve as a defense

can a contract to generate income be made in violation of licensing statutes

yes, can be made without acquiring required statute, not against public policy

contracts made for regulatory purposes in Violation of Licensing Statutes

void and unenforceable

contracts made for revenue purposes in Violation of Licensing Statutes

enforceable

non compete analysis

• the covenant must be reasonable to geography, time and work restricted

• and the covenant must be necessary to protect a legit employer interest

if criterion are not met, court may refuse to enforce or limit the application

tangential illegality

involves some legal act incidentally but is not central to the contracts purpose

ex. accepting a bribe to further a contract

incapacity

minors, mental illness/disability/ intoxication

procedural unconscionability

absence of meaningful ability to bargain

ex. deceptive sales, inequality of bargaining power, fine print

substantive unconscionability

terms that are one sided or oppressive

statute of frauds

certain agreements by statute must be evidenced by a wrting the party sought to be bound

statute of frauds steps

must have one:

1. land sales

2. contracts that can’t be performed within one year

3. goods sold for $500 or more

common law contract complies with statute of frauds when

1. contracts are evidenced by writing which identifies the subject, is sufficient to indicate that a contract has been made

2. AND is signed by the party against whom enforcement is sought

UCC 2-201 (a)

requires only some signed writing indicating a contract has been made and the quantity of goods

UCC 2-201 (b)

no writing is required if one sends written confirmation confirming within a reasonable time AND the other fails to object in writing within 10 days of receiving the confirmation

common law outline

G- (what governs)

R- ( requirements of a contract)

M- (mutual assent)

O- offer

R- rule

A- acceptance

C- consideration

P- promissory estoppel (if there was no contract)

D- defenses

C- conclusion