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Types- bi, uni, in-law/quasi (golf pro) in-fact (plumber)
Valid K- needs offer, acceptance, consid and legal purpose
Offer- outw manif, transfer power accept multi offeree commer. Ad, auctions,(offer unless w/o reserve) rewards
revocation of multiples, functional equiv rule
4 ways to terminate-revoke, counteroffer, lapse, incapacity or death offer can be revived by offeror
Option K- needs consid. Firm offer UCC- signed, good faith only, expressly states hold open
Uni- offeror bound upon completion of perf, promise never bound. Revocable only before perf begins
Accept- mirror offer, be communicated accept by silence gen rule no, silence ok when offeree talks benefit, and
had opp to reject, offeree has reason to believe ok, past perf, Mbox- accept by mail, accept upon dispatch. UCC
accept rejects mirror image. Seller can accept buyer offer by-promise to ship, shipping conforming goods,
shipping non-conforming goods (will not create K if seller ships as accommodation. Additional termsw/consumer- proposals,w/merchant-are part of K unless, express terms limit additions, materially alter, recipient
obj.,material- any term that would result in surprise or hardship, incl disclaim warranties, reduce complaint time,
change terms from past dealings diff terms- knockout rule written confirm- w/comsumer- add and diff are
proposals, w/merchant- add terms are included unless materially alter, or recipient obl. Diff terms are proposals
conflicting terms knockout
Am. Rule- K unenf unless w/consider (bargained for exchange, beneficial or detrimental) legal detriment test
(doing something he neednt, or forgoing something he has right to) in determining if there is consideration, cts
do not look at fairness of exchange (that is defense of unconscionablility) illusory promises (performance at
discretion of promise) and gratuitous not enforceable condition on grat promise not consid Executed gift
enforceable(req intent to transfer and actual or symb transfer) false recital no good past or moral consid no
good (minority, material benefit rule) PROM ESTOPPEL-substitute for consid. 1)promise 2)forseeable reliance
3)actual reliance, induced by promise 4) injustice if not enforced
STATUTE OF FRAUDS-gen rule, K can be oral or written- SOF is an exception. Writing, signed by the person
against whom enforcement is sought. MYLEGS. 1 YR- from date of formation, outside statute if at all possible to
complete in a year, even if not likely. Lifetime or permanent outside scope of statute LAND-leases are included
guaranty- needs writing unless main purpose exception (his economic interest is MAIN PURPOSE for guaranty)
Also, writing req to enforce past debt beyond SOL. Can be memorandum, (identity parties, nature and subject
matter, essential terms) or several tacked. As long as one page signed, and incorporates by reference the others.
Some can be satisfied w/o writing LAND- only in action by buyer, payment all or in part, taking possession,
subst improve to land. I YEAR K- full perf on oral K will make enforceable (part perf may recover through quantum
meruit-reasonable value of services conferred) UCC writing satisfied- 1) writing(signed, and sufficient to indicate a
K was made 2)Merchant confirmation (sufficient against sender, confirming K , sent in reasonable time, and
recipient has reason to know of contents) SATISFIES WRITING REQ UNLESS RECIPIENT OBJ IN 10 DAYS 3)In
court admission 4) Part perf- with respect to only the goods delivered and paid for (divisible- enforce part,
indivisible, enforce entire K)
GAP FILLERS, INTERPRETATION AND THE PAROL EVIDENCE RULEIMPLIED WARRANTIES-UCC TITLE-seller warrants good title, excluded by specific lang, or clear circumstance
MERCHANTABILITY- seller warrants good for the ordinary purpose- excluded oral or writing, if in writing must be
conspicuous FITNESS FOR PART PURPOSE- fit for buyers part purpose, buyer must rely on sellers skill or
expertise, seller must be aware of particular purpose, excluded by conspicuous writing EXPRESS WARRANTIESdescription, samples or models, MISSING TERMS IN K- price- reasonable, time, reasonable, place of deliverydefault is seller place of business. CTS WILL NOT FILL IN QUANTITY TERM OUTPUT AND REQU K- quantity
must be determined in good faith.
CONTRACT PROVISIONS- ambiguity construed against drafter, and unambiguity construed against if conflict
with other partys reasonable expectations. Ambiguous terms can be filled in my trade usage, course of dealing
PAROL EVIDENCE RULE- governs the admissibility of oral and written negotiations, and communications that
took place prior to or contemporaneously with the written contract. INTEGRATION- FULL- meant to be final, but
does not mean that the parties specifically excluded any provision not in it. COMPLETE- complete and exhaustive
of ALL terms, and ONLY TERMS IN THE K ARE CONSIDERED. Parol evidence can be used for :
Determining level of integration, explaining or interpreting terms, supplementing terms if only FULLY integrated,
(UCC-trade usage, course of dealing and performance can supplement).CANNOT BE USED TO CONTRADICT,
unless K NOT integrated. RULE NOT APPLY TO:- subsequent agreements, collateral agreements, attacks on
validity( fraud, duress, lack of consider. Failure of cond. Precedent, reformation
seller obligations- noncarrier- tender delivery carrier cases- shipment K- to the carrier,(risk of loss transfers
here) Destination K- to the buyer designated destination (risk of loss transfers here) buyer obligations-tender
payment. Has right to inspect prior to pymnt, unless specified otherwise. Payment prior to inspection does not
impair buyers right to inspect, or to any remedies. If seller breaches, risk remains with him, if buyer breaches,
before risk of loss passes, seller can treat as if it has for reasonable time. MODIFICATION-common law- preexisting duty rule. Needs additional consideration. Can mutually modify if new duty and consideration, or if
unforseen circumstances arise that make perf subst. more burdensome.
Under UCC- no new consideration req, just good faith.
CAN BE EITHER ORAL OR WRITTEN, unless bring K under SOF, or if K prohibits oral modifications. (can still be
enforceable under reliance theory)
EXCUSE-MISTAKE-UNI- usually no excuse unless clerical error, or other party had reason to know. MUTUALvoidable IF1) fact is essential to K 2) both parties mistaken 3) disadvantaged party did not bear the risk of mistake
IMPOSSIBILITY- objectively imp, and occurrence unforeseen at formation (death, destruction, newly illegal)
IMPRACTIC.-1)unforeseen , 2) risk not assumed or allotted to either party, 3)increased cost beyond what

1. CL or UCC?
2. SOF? If yes, satisfied? If no,


1. what is purpose for which evidence is
being introduced?
2. does the evidence relate to a term of
a contract that is integrated?
3. determine level of integration.

- multiple offerees- CAR- Comm ad,
auction, reward offers
SOF categories MYLEGS-marriage,
year, land, executor, guaranty/surety,
sale good > $500
Parol ev rule not apply- SCARFSubsequent agr, Collateral, Attacks on
validity( fraud etc) Reformation, Failure
of Cond Precedent

FRUST. OF PURP-1)principal purpose frustrated, 2)substantial, 3) non-occurrence of event was basic assumption
(king not getting sick was a basic assumption)If risk was alloted in K, this is not available.
RESCISSION-parties agree to release each other, can be oral unless land involved. ACCORD AND SATISFACTIONACCORD- agreement to accept lesser performance ti satisfy duty SATISFACTION- performance on the accord. If obligee
breaches accord, original duty is back on. REQ CONSIDERATION, but sufficient if substitute perf differs from original
ANTICIP REPURIATION-prior to performance, party announces or acts his intention not to perform. Other party can ask
for assurance of perf. CL ok to be oral, UCC- must be in writing. Requesting party may suspend perf until satisfied.
Failure to resp is repudiation. Aggeived can cancel, bring action for damages or spec perf., if chooses to ignore repud.
cannot act to increase damages. Can retract up until other party sues, acknowledges their breach, or acts in reliance of
CONDITIONS-PROMISSORY- perf condition upon promise of perf one of parties(if I get a loan) PURE CONDITION- based
on condition outside parties control( if weather is good).
Order of perf-express terms will control. Common law default- if one promise takes more time to do, it is condition of other
UCC-both concurrent
COMMON LAW -Express conditions- failure will generally d/c other partys obligation, unless there was a waiver of
cond., benefitting party acted in bad faith, or cond results in great loss,( cts may excuse perf on condition)
Implied conditions- classified as material or substantial perf. If material, cts will allow d/c of obligation, If substantial perf,
aggrieved NOT d/c ,but may sue for damages.
UCC rules re failure of conditions: PERFECT TENDER RULE- all terms express. Any breach d/c buyer obligation, He
can, 1) reject(do so in reas, time, and notify seller), 2) accept (can still sue for damages based on nonconformity) 3)reject
in art, accept in part.
Sellers ability to cure- if before the stated time of delivery, has absolute right to cure, if give notice of intent to cure, and
does so before deadline in K. IF AFTER DEADLINE, but had reason to believe the non-conforming goods would be
acceptable, must notify buyer of intent to cure, and do some in reasonable time.
RULES FOR INTALLMENT K-if non-conforming effects whole K, breaches whole, if effects only an installment, buyer can
reject just that installment, AND if installment is not substantially impaired and seller notified will cure, buyer MUST accept
DEFENSES- INCAPACITY- capacity-minor, avoidance, ratification, not liable except necessaries, mental cognitive
(unable to understand nature and conseq,) volitional ( person unable to act in reas manner, other person has reason to
know.) voidable, liable for damages MISREP- fraudulent, (inconsistent assertion, scienter and intent, material, reasonable
reliance) avoidance or rescission, intentional tort so punitives non fraudulent- negli or innocent inconsistent assertion,
material, reasonable reliance) avoidance or rescission fraudulent nondiscl -reasonable reliance) avoidance or rescission
DURESS threat, wrongful, leaves no choice but to accept, ( phy violence VOID) voidable by aggrieved restitution of
benefits conferred, return any benefit they received UNDUE INFL unfair per of vulnerable person (ex. wrong time, place
manner, gang up, advice against counsel) voidable, restitution of benefits conferred, return any benefit they received
UNCONSCION- need both elem- procedural- absence of meaningful choice, substantive- terms highly unfavorable cts
can refuse to enforce, strike offending clause, limit clause PUBLIC POLICY cts wont enforce illegal, crime, tort, violate a
freedom (non-competes that are too unfair)
REMEDIES- MONETARY- EXPECTATION- loss of value+ incidental +consequ-pymtns-costs saved (limitations-perf
exceeds value9unless breach willful), cant calculate with certainty, unforseeable, damages that can be mitigated) only get
consequ if breacher had reason to know they would result, RELIANCE- use where expec damages uncertain, money necc
to restore party to where were before contract RESTITUTION- instead of expec,( would choose this when benefit conferred
is of more value than perf. only avail on part performance. If fully performed, have to use expec.)
LIQUIDATED- clause in K specifying damages avail TEST- 1. damage or penalty? 2. Reasonable at time of K?
3. reasonable to actual harm? Wont be enforced if penatly or disproportionate
MONEY DAMAGES UCC- SELLER REMEDIES- w/h delivery, action for price, If resells. Gets contract-resale difference If
doesnt resell, gets contract-market difference BUYER REMEDIES- damages or specific perf. If buyer covers, covercontact difference, if doesnt cover, contract-market difference. CAN also seek incidentals and consequ. Reduced by costs
avoided by b/c of breach. EQUITABLE REMEDIES- specific perf- avail in land K, and unique objects. Aggrieved party
should have clean hands, NO SPEC PERF- personal service, employ, ongoing cooperation, UCC- spec perf on goods
only if unique, and buyer can also act in replevin, if unable to cover, and orig goods are paid for. NEG INJUCTIONS- post
emply retraints, cts reluctant unless good reason, like trade secrets PROM ESTOPPEL- cts all over the place on this
3RD PARTY BENEFICIARY- 2nd restmnt- incidental and intended( creditor and donee) INCIDENTAL- benefit as practical
matter but have no rights to enforce INTENDED- rights against promisor has right to secure enfor of promise
regardless of independent relationship between them rights against promisee- will only have rights against promisee if
there was an independent relationship between promisee and 3rd party ( remember law school/artist example) 3rd party can
only sue when rights vest (beneficiary brings suit, changes position in reliance, manifests assent to K, vests as an express
term) ( parties can rescind or modify without 3 rd party consent unless vested DEFENSES AVAIL TO PROMISOR- all
available as against promisee
ASSIGNMENT- to be valid- manifest intent, make present transfer (writing not needed) can be partial. All right are
assignable except, if signif alters rights or oblig of other party, obligor has personal interest in obligee ( special skill, like
painter) or violate law. ANTI ASSIGNMENT CLAUSE- still can assign, but treated as a breach, and other party still must
perform to receiver of assignment) WHAT ASSIGNEE GETS- all rights of assignor, and subject to any defenses of obligor.
ASSIGNEE impliedly warrants that he will do nothing to devalue assignment, and that he knows of nothing that could
defeat it, and what is assigned actually exists
DELEGATION- when a third party agree to take on performance of another rights of obligee against delagaTOR- does
not relieve delagator of obligations under the K, unless there is novation liability of delagateeWhen agrees to do it, liable to delagator if fails, also liable to obligee as intended beneficiary of the contract between
delagator and delagatee ALL DUTIES DELAGABLE, except when performance requires special skill (famous painter) or
original K prohibits