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Mutual assent
parties to a contract must manifest by words or conduct that they have agreed to enter into a contract
Consideration
Ā each party to a contract must intentionally exchange a legal benefit or incur a legal detriment as an inducement to the other party to make a return exchangeĀ
Article 2 of the Uniform Commercial Code (UCC)
governs the sale of Tangible Personal Property (goods) in all states except LouisianaĀ
Ā· Ā A sale is a contract involving the transfer > of title from seller to buyer for a price
Ā· Ā Personal property is any property other than > real propertyĀ
Breach
failure to preform your contractional promises properly
Goods
Tangible personal property
Sale
the transfer of title from seller to buyer
Express contract
agreement of parties that is stated in words either in writing or orally
4 requirements of a Contract
Mutual assent, Consideration, legality of object,Capacity
Contract capacity
is generally defined as a personās ability to understand in a meaningful way, at the time the contract is executed, the nature, scope, and effect of the contract.
Bilateral Contract
When two promises are exchanged and > each part is both promisor and promisee
Unilateral Contract
When a promise is exchanged for an act or >refraining from acting
Void Contracts
is an agreement that does not meet all of the requirements of a
binding contract; it is NOT actually a contract but merely a > agreement with no legal effect
ESSENTIALS OF AN OFFER
An offer is a definite proposal or undertaking made by one person(offeror) to offeree
indicating a willingness to enter into a contract. An offer gives the offeree the power to create a contract by acceptance. An offer must have these elements: (1)communication, (2)intent, (3)definiteness.
Variant Acceptances
A variant acceptanceāone that contains terms different from or additional to those in the offerā receives distinctly different treatment under the common law and under the Code.
Offers and Communication and Intent (Advertisements)
A public announcement or advertisement generally set forth terms indicating only an invitation to deal. (Does not contain a promise and missing contract terms) It may, however, set forth an offer where the terms are clearly stated and all that is required of the offeree is some specific action. (Be Careful ā cannot advertise a price ā then raise the price ? illegal.)
ACCEPTANCE OF OFFER
āAcceptanceā of an offer is necessary to create a contract and āmarksā the moment the contract is formed
Effective Moment
We have already see that an offer, a revocation, a rejection, and a counteroffer are all effective when they are received. An Acceptance, however, is usually effective when it is sent, or upon dispatch. This is true unless the offer specifically states otherwise or the offeree responds by some unauthorized means, or the acceptance follows a prior rejection.
Revocation
Is done by the offeror, generally at any time prior to its acceptance by the offeree, by giving notice to
offeree using a reasonable means of communication. Terminates offer when notice received
Rejection
An offeree may accept or reject an offer as she desires (effective when?received by the offeror ). The offeree does not have to formally reject the offer, but may simply let the offer lapse without taking action. Once the offeror receives the rejection, the offer terminates, and the offeree cannot change his mind and accept.
Counteroffer
Sometimes, after receiving an offer, the offeree may let the offeror know she is interested and willing to contract, but on terms or conditions different from those proposed by the offeror. This proposal of different terms or conditions, in fact, creates a new offer called counter offer.
Common Law(Mutual assent)
Under Common Law, an Acceptance must be a āmirror imageā of the offer. It may not change, add to, or subtract from, or qualify in any way the terms of the offer. If any variations from the offer occur in the acceptance, a counteroffer is created which does not form a contract.
UCC Code(Mutual assent)
The Mirror Image Rule of Common Law is modified by the UCC (the Code), primarily because of the realities of modern business practices, particularly the use of standardized business forms. The UCC focuses on the intent of the parties to determine if an offer was accepted without conditions.
Battle of the forms
sale, in which a buyer and a seller each attempt to complete a commercial transaction through the exchange of self-serving preprinted forms that clash, and contradict each other, on both material and minor terms.
Mirror image rule
an acceptance cannot deviate from the terms of the offer
basic elements of consideration
Legal sufficiency and Bargained for exchange
Ā LEGAL SUFFICIENCY
Considerations the legal value which supports a promise in a contract relationship; it is the inducement to make a contract enforceable. To be legally sufficient, the consideration for the promise must be either a (legal detriment) for the promisee or a (legal benefit) to the promisor. In other words, the promisor must receive something of legal value or the promisee must give up something of value in return for the promise.
Legal DetrimentĀ
does not mean āharmā, but rather something which the promisee was under no legal obligation to do.
Legal Benefit
means the obtaining by the promisor of that which she had no prior legal right to obtain.
Conditional Promise
The obligation to perform depends upon the happening (or nonhappening) of a stated event. However, if the promisor knows that the conditional event CANNOT occur, the conditional promise will not be sufficient.
Modification of a Pre-Existing Contract
* Under Common Law, the Pre-Existing Duty rule requires that a Contract Modification be supported by Additional or New Consideration.
* Under the UCC (sale of goods), the rule is different. Contract Modifications are binding even without new consideration, provided both parties intend to modify the contract and are acting in good faith.
Bargained-For Exchange
requires a Mutually Agreed upon Exchange of Consideration
Ā SETTLEMENT OF AN UNDISPUTED DEBT
An Undisputed (liquidated??) Debt is an obligation whose existence and amount are NOT contested by the other party. Under Common Law, the payment of a lesser sum in return for the DISCHARGE of a fully matured, undisputed debt is NOT sufficient to support the promise of a Discharge. However, > *different consideration other than money would be sufficientĀ
SETTLEMENT OF A DISPUTED DEBT
A Disputed (unliquidated) Debt is an obligation whose existence or amount is validly > contested. The giving up or compromise of a Disputed Debt constitutes legally sufficient consideration if the dispute is honest and in good faith and thus will be enforced by the court.
Gratuitous promise
promise made without consideration,Certain promises are enforceable even though they are not supported by consideration
Substituted contract
parties rescind their original contract and enter into a new contractĀ
Statute of limitations
time period within which a lawsuit must be initiatedĀ
Requirements contract
agreement to buy all of oneās needsĀ