c





 c
: an ÷
÷÷ 
÷ for which law gives remedy for a breach, must contain:
‘ À  : a 


÷ to future behavior.
 Promise must contain  ÷  ÷ 
‘ c
 
: exchange of promises
 Promise w/o consideration is a M   
÷, i.e. ³naked promise´
 À  
  Keeping the enforceable promise.

  
 
 c


A. Offer
1. Definition:
i. Commitment to future behavior AND an intent to be bound by that
commitment.
ii. An invitation to acceptance, and intent to be bound upon acceptance.
iii. *Pay attention to words of intent.*

2. Invitation to make an offer, but NOT offers:

i. Ads
 Exception: An ad is an offer when it is 
 ÷
‘ Clear, definite, explicit, and leaves nothing open to
negotiation.
‘ Limitation on quantity: e.g. ³first come, first served´; ³4 in
stock´
ii. Price Estimates and Quotations
 Exception:
‘ Contains an exact quantity AND
‘ Sent to a specific person
iii. Invitation to submit a bid
 However, a bid IS an offer that is irrevocable.
iv. Opinions or predictions [includes professional opinions]
 Implicitly, the more general the statement, the more likely it is an
opinion and NOT an offer.

3. Revocation
 Revocation is effective when an intent NOT to be bound is
communicated through words or conduct:
‘ 3rd party can communicate revocation.
‘ Conduct inconsistent with the offer would communicate the
revocation.

i. Before Acceptance
 Generally, if the offer is not irrevocable, it can be revoked at any time
prior to acceptance by sufficient notice.
‘ No manifestation of an intent to be bound.
‘ Offerree must know the manifestation, even if the offeror doesn¶t
notify personally.
 Irrevocable Offers
‘ Option Contract
 Option to hold offer open to a specific person for a
specific time period
  
 
  
 

 E.g. ± choice to accept or not to accept an option to
renew a lease.
  Option must have its OWN separate consideration from
the actual contract itself.
‘ Firm Offers under UCC 2-205
 Merchant¶s written offer that gives explicit assurance the
offer will be held open does not need to be supported by
consideration
 If no specific time period given, it is irrevocable for a
reasonable period but the maximum length is 3 months.
 If firm offer is drafted by the offerree, then it must be
signed by offeror.
 Does not require consideration for the offer to be binding.
‘ Reliance on a promise
 When performance begins and the offeror knows, then
irrevocable.
 Mere preparation is not beginning performance
 If the offer is to the public, then it must be when
performance was ÷ ÷ ÷ to begin [for a specific
person, then he must know]
‘ Reliance on a performance
 Offeror knew offerree would rely on it because of custom.
 The reliance was reasonably foreseeable by the
offeror.
 It would be unjust to allow offeror to revoke the offer.
‘ Detrimental reliance in the absence of an offer.
 If the offeror tries to revoke an irrevocable offer, the offeree must
prove that he was ready, willing, and able to perform and would have
but for the breach.

ii. After Acceptance

 If the offeror knows that the offeree did not intend to be bound OR
 Offeree makes a material mistake
‘ 5 requirements:
 Offeror makes a material mistake.
 Offeror was not neglecting a legal duty.
 Enforcement of the K would be unconscionable and
grossly unfair.
 Offeree can be placed in status quo ante w/o hardship.
 Offeror gives prompt notice of the mistake.

4. Termination
i. Death or Incapitation of an Offeror
 The offerree does not need to know about the death
 Exception: option contracts
ii. Offer Expires
 If no time limit is set, it expires after a reasonable time and cannot
be accepted.
 Offeror can determine the time.
iii. Offer is Rejected
iv. Offer is Revoked

.
B. Acceptance
 Generally, offer can be accepted by a return promise or performance of the promised
act.
 Assent to the terms of the offer and a manifestation of the intent to be bound.
  Acceptance must be unconditional and the final step in creating a contract.
 Commitment to comply to the terms of the offer † Mirroring the offer.
‘ If the terms do not mirror the offer when they differ in any way, it is NOT an
acceptance but a counter-offer or a rejection.
 Acceptance must be made in a manner required by the offeror.
‘ Acceptance can be communicated by the offeree.
 ³Mailbox Rule´: Default rule in which acceptance is communicated when the
offeree mails it [notice/communication is effective upon posting, dispatching, or
mailing].
 Can avoid this rule by specifying terms of acceptances as when
the offeror receives it.
 ONLY applies to acceptance, NOT offer, revocation, or rejection.
 Silence is NOT acceptance because it is not communicated.

1. Unilateral Contracts ± performance as acceptance

 Offer empowers the offeree to accept by complete performance.
 Once the offeree has begun performance, the offer becomes irrevocable.

2. Bilateral Contracts ± promise as acceptance

 Offer empowers the offeree to only accept by return promise.
 Formed upon giving the promise to perform an obligation.
 The offer becomes irrevocable to the extent to avoid injustice.

3. UCC 2-207: Even if the buyer or seller is not a merchant, the sale of good applies.
i. 2-207 (1): Rejects the mirror-image rule ± expression of acceptance IS
acceptance even if there are additional or different terms from the offer.
a. If parties are merchants then K is the offer UNLESS:
. The offer expressly limits the acceptance to the terms of
the offer.
. They materially alter it
. Notification of objection to them has already been given
or is given within a reasonable time after notice is
received. (If the offeree sees it and objects).
b. If parties are NOT merchants, then K is the acceptances unless
it alters the offer.
c. If acceptance alters the offer:
. Fall-out Rule: additional terms of acceptance fall out.
. Knock-out Rule: terms to which parties do not agree are
knocked out and gap fillers are used instead.

C. Consideration
 Promise must be exchanged for a detriment and it must be bargained for.
1. Bargain Theory of Consideration
i. Types of Consideration
a. Benefit to promisor
b. Detriment to promise
 Detriment can take in form of: action, inaction (forbearance of
filing a lawsuit) or a promise
‘ Forbearance: requires both objective and subjective
element be met
 Objective: factual/legal basis for bringing a
lawsuit
 Subjective: good faith to believe that the cases
is well-founded
  If the lawsuit has no value, then no detriment.

ii. 4 Elements:
a. Promise is made by a promisor
b. Detriment suffered by the promise
 In exchange of a promise, the promise suffers a detriment.
 Detriment: doing something that you do not have to do OR not
doing something that you have a legal right to do
c. Detriment induces a promise
d. Promise induces a detriment

2. Sufficient Consideration
i. Peppercorn Theory
a. Determines whether or not an exchange exists
b. Does not look at the worth or value
c. Even a ³peppercorn´ is sufficient
ii. Valuable Theory
a. Consideration must have some value
iii. Disparity Theory
a. No gross disparity in exchange

3. Illusory Promise
 Illusory promise: No true commitment to do something in the future.
‘ Promisor has the discretion to keep the promise or not.
‘ With the addition of ÷   , illusory promises can turn into a true
promise.
‘ No mutuality of obligation or commitment because the promisor has
unrestricted right to perform or not to perform at their discretion.
‘ Termination clause can be a restriction that would NOT make it illusory.

 Types of contracts or clauses that are NOT illusory:

‘ Good faith requires parties to act reasonably † RESTRICTION.
Satisfaction clauses: Good faith when determining satisfaction.
Requirements contract: seller promises to sell the buyer all the
product that the buyer requires
Output contract: buyer promises to buy from the seller all the
goods that the buyer produces.
Employment contract ± covenant not to compete: Courts are
divided as to whether or not there is consideration; employer
could have fired, but did not

4. Gratuitous Promise
 ³Naked´ promise ± gifts.
 Detriment does not induce a promise even though promise induced a
detriment

5. Past Consideration
 Past performance or service is not consideration for a promise.
‘ No bargained exchange.
‘ Promise did not induce a detriment.
6. Moral Consideration
 GENERALLY, moral obligation is NOT consideration.
‘ Only a few minority of courts hold that it is consideration and the promise
is enforceable.
 Promisor must have received a substantial, material benefit.
  E.g. saving another¶s life

D. Assent [Mutuality] [Meeting of the Minds]

 Mutual manifestation of intent by both parties to be bound.
 Both must understand and agree to the terms.

1. Requirements
i. Objective
 The court looks at the parties¶ words or conduct to see if they
objectively manifested the intent to be bound in the perspective of
a ³reasonable person.´
‘ If one party subjectively knows the other person does not
intend to be bound, then NO assent.
 Express terms of the contract.

ii. Subjective
 Did the parties actually understand?
 Implied terms of the contract.

2. Acquiescence
 Indication of assent ± should have objected when it could have.
 If the reasonable person under the circumstances would have objected
and the party did not, the party has acquiesced to the contract.

3. Ambiguities
 May indicate a lack of assent.
 Interpreted most strongly against the party who drafted the contract.
 Latent ambiguity rule ± CA Rule (See Parol Evidence Rule)

E. Mutuality of Obligation
 Both parties must exchange consideration of true commitments.
 Detriment can be a promise. If the promise of one party is not a true commitment, it is
illusory.
‘ Implied terms may apply as restrictions to make the illusory promise binding in
order to effectuate the intent of the parties:
 Courts look at implied terms to find mutuality of obligation, then look at mutuality of
obligation to find sufficient consideration.

F. Definiteness
 In order for a contract to be binding, must be able to ascertain the obligations of
each party created by express and implied terms.
 If the contract lacks definiteness, it lacks assent.
 Damages ± restitution, but COA cannot be breach of K b/c there is no K.
 Implied Terms: reasonableness, good faith, fair dealing, trade use, course of dealing,
course of performance, best efforts, implied warranty of merchantability, and implied
warranty of fitness for purpose
‘ Court will not imply a term that is inconsistent with express terms and the intent
of the parties.
‘ Court will imply a term when it is not stated, not inconsistent with express term,
and need to effectuate the intent of the parties.

 Implied warranty of merchantability ± UCC § 2-317

‘ The seller is a merchant, someone who deals in goods of the kind or otherwise
holds itself out by occupation as having the special knowledge or skill
 ‘ Implied term that the goods are merchantable: goods are fit for their normal
and ordinary purpose

 Implied warranty of fitness for purpose ± UCC § 2-315

‘ Applies if:
 Buyer relies on the seller¶s judgment AND
 Seller knows that the buyer is relying on the seller¶s skill and judgment
for the particular purpose of the good.

 Excluding implied warranties:

‘ UCC 2-316 (2)
‘ UCC 2-316 (3)
 Limited liability/damage clauses

II. Quasi-Contracts
 If the contract lacks one or more of the elements, COA for quasi-contracts.

A. Promissory Estoppel
1. Elements:
i. Promise
ii. Justifiable and detrimental reliance on the promise
a. Reliance:
. Detriment: doing or not doing something
. If the action/inaction would have occurred anyway
independent of the promise, there is NO reliance.
. Until there is reliance, the promisor can withdraw the
promise.
. The reliance must be justifiable.
iii. Reasonable expectation of the reliance
iv. Unjust not to enforce the promise
2. Damages
i. Reliance damage ± award whatever it takes to make the party whole to
avoid injustice
3. Defenses
i. Promise was made or the service was rendered gratuitously (w/o
expectation of payment)
a. Person who received the benefit was not unjustly enriched
b. Services performed have no benefit to recipient (based on the
benefit conferred)

B. Restitution
 c


 transaction in which benefit is received and it is unjust to retain it without
paying for it † implied contract.
1. Elements:
i. Conferring of benefit.
a. Promisor is enriched by receiving a benefit.
ii. Unjust enrichment
a. Promisor is unjustly enriched by receiving a benefit w/o paying
for it.
iii. Expectation of payment.
a. Person who conferred the benefit expected payment and
b. Person who received the benefit knew of the expected payment
2. Defenses
i. Services were gratuitous w/o expectation of getting paid.
ii. Benefit conferred had already be promised via a contract.
iii. Benefit conferred cannot be measured or has no value.
 iv. Promisee had no reason to expect payment from the promisor.
v. Assistance w/o invitation † gratuitous except for:
a. Services expensive or burdensome
b. Person acting in professional capacity ± unjust to retain benefit?
3. Damages
i. The lesser value of the benefit conferred or the service rendered
ii. If can¶t be calculated † quantum meruit
a. Promisee can recover the reasonable value of services
conferred

III. Breach of Contract

 Contract law enforces promises through providing remedies.
 Provides relief for aggrieved promisees and not the punishment of the promisors (not like
Torts).
 Compensates for the actual loss and if there is no loss, there can be no damages.
 The injured party is allowed to seek whatever type of damage, but not all will apply.
 Types of Damages:

A. Expectation
 To put the promisee in the position he would have been if the contract had been
performed.
 [Loss in value + other losses] ± [costs avoided] ± [loss avoided] = expectancy
damages
 Generally given when the promisor acted in bad faith.

B. Restitution
 Restoring the promise the amount given to the promisor. (Refund)
 Amount of the benefit conferred to the other party in the contract.
 Measure of damages for quasi-contract.
 Available when the promise both relied on the promise and conferred a benefit.
 Prevention of unjust enrichment when there has been no promise.
‘ Implied contract that medical practitioners will perform emergency medical
services no matter where they are, and they will be entitled to restitution.
 Quantum Meruit: Will not be awarded more than the value of services provided.
‘ Courts will also allow from the perspective of the person conferring the
benefit (recipient).
‘ Value before the benefit was conferred and the value after it was conferred.

C. Reliance
 Restoring the promise to the position had there been no contract ± status quo ante
 Incurred expenses, lost opportunities, and injuries if worse than had the promise
never been made
 Given when expectation damages cannot be proven, and may not exceed the
anticipated benefit of the bargain

D. Nominal Damages:
 Insignificant amount awarded when the innocent party suffered no loss
 Recognize and symbolize that there has been a breach and the promise was a victim
 NOT a punishment or penalty

E. Specific Performance
 Enforcement of terms of contract.
 Equitable action:
‘ Tells the person to do or not to do something.
 ‘ Monetary relief will not make it whole or no other adequate remedy at law.
 Real estate: Land is individualistic and unique so cannot compensate
fully by monetary reward.
 Unique subject matter
 Goods contract (UCC § 2-716) ± e.g. unique goods in short supply
‘ Requires:
 ³Clean hands.´ † ³Must do equity in order to receive equity.´
 Fairness of the contract and the action of the parties
 Prospectively: Whether it is fair now.
 Retrospectively: Whether it was fair when the contract was
made.

 When a party is seeking specific performance/equitable action as a remedy, then

the court will determine whether or not the contract was fair.

IV. Policing the Bargain

 Protects the contract against unfairness.
 Contract defenses for breach and basis for rescinding the contract.
 3 ways of policing the bargain:

è
        
 
 


A. Immaturity
 Failure to reach the age of majority (attaining the proscribed age)
 Contract with a minor is VOIDABLE, in which the minor can disaffirm the contract
at the option of the minor.
 Does not matter than the minor is emancipated or if the minor provides false
documents.
 If the party is a minor at the time that the contract is made, it is still voidable.
 It is voidable within a REASONABLE amount of time when he is no longer a minor
but before ratification.
‘ Ratification of a contract † minor will be bound and cannot rescind.
 Ratification: reaffirmation of the contract when a minor reaches the
age of majority
 The seller/dealer must deal with the minor at his own peril.
‘ Deterring from selling to a minor and entering into a K.
 Damages ± restitution to the extent that the goods are returned; if the minor does
not have it anymore, he is not liable.
 Necessaries: contract is voidable but the minor is liable for the reasonable
amount/value for the necessaries.
‘ Necessaries are not objective, but relative to the social status, community,
and circumstances.
B. Mental Incapacity
 Mental infirmity or incapacity
 Most courts say the K is voidable if entered into, and a few some it is VOIDED.
 Tests:
‘ Cognitive test: MI can understand, but no control
 Problem: the other party does not know that he is MI
‘ New Test: MI is unable to act in a reasonable manner
 The other party should know
 Intoxication: courts are divided; but courts will tend to enforce it because it is self-
induced.
 Assent:
‘ Subjective: the party knows subjectively that the other does not intend to be
bound
 ‘ Objective: reasonable person
 Damages: restitution damages

è

   

 Pre-existing duty rule
‘ Contract must have consideration, offer, assent (all others will be met if
contract consists of all 3)
 Fair consideration? Obligated to do what was already contracted to
perform.
 Nudum pactum ³naked contract´: promise unsupported by
consideration
‘ Argument: promissory estoppel
 Unforeseen circumstances?
‘ Without the pre-existing duty rule, people would be rewarded for acting in
bad faith.
‘ Argument/Defenses: Breach of K † pre-existing duty rule † mutual rescission
† duress

C. Unconscionability
 A contract is unconscionable if the clauses involved are so one-sided as to be
unconscionable ± the terms are oppressive and grossly unfair. (Under UCC 2-
302)
 Courts do not look at the adequacy of consideration.
 Some common circumstances: consumer credit context, warranty disclaimers
and damage limitations (small print and confusingly worded)
 3 elements:
‘ Terms are grossly unfair
‘ Inequality in bargaining power
‘ Absence of meaningful choice ± ³take it or leave it´, or taking advantage of
the elderly or poor
 The absence of meaningful choice is negated by gross inequality of
bargaining power. In other words, even if the element of ³absence of
meaningful choice´ has NOT been met, the contract may be
unenforceable if there is a gross inequality in bargaining power.
 3 options:
‘ Do not enforce the unconscionable term
‘ Delete the unconscionable term
‘ Modify the unconscionable term to make it fair

D. Public Policy
 Offensive to the public ± offends our sense of common decency, not limited to:
‘ Contracts to do an illegal act
‘ Bribe public officials
‘ Elusive bidding
‘ Expanded to any K that offends the mass public¶s sense of decency
 Does it affect the mass public?

E. Adhesion
 Elements:
‘ Standard-form contract
‘ Unfair terms
‘ Take-it-or-leave-it and must take it
‘ Terms were not brought to attention
‘ Not reasonable that the clause would be understood
[     

F. Duress
 Threatening to sue when legal right to sue † NOT duress
 Wrongful threat: threat to do bodily harm or threat to imprison w/o a right to
imprison or arrest
 Undue influence elements:
‘ Use of excessive pressure to persuade one who is vulnerable to the pressure
because of physical, mental, or emotional condition.
‘ Excessive strength by a dominant subject against a servient subject
(dominant position of power or in a position of trust)
 Voidable at the option of the innocent party † may ratify or avoid it.
 Whether the reliance on the misrepresentation was reasonable

G. Economic duress
 If one threatens to withhold necessary, needful goods and the goods cannot be
obtained anywhere else

H. No Assent
 It is not clear whether a contract has been agreed to, and it has not been explained
that it is a contract, would not reasonably think that it is a K
 Elements:
‘ Not clear that party understood the document to be a contract.
 Not reasonable for the party to think that it was a contract.
 Contract was not brought to their attention that it was a contract.
 No opportunity to accept or decline.
 Counterargument: no negotiation?
I. Misrepresentation
 Claims for making rescission to terminate contract:
‘ False representation of past/existing fact
‘ Material and fraudulent ± willful intent to deceive
‘ Party must have relied on the misrepresentation
 Fraud: one party obtains the other party¶s assent to a contract by misrepresenting a
material term.

J. Mistake
 Unilateral mistake: wrong or erroneous belief about a fact
‘ The other party knows that the party alleging unilateral mistake is making the
mistake
‘ Grossly unfair and unconscionable to enforce the contract
‘ Party alleging unilateral mistake cannot be blamed for making the mistake
‘ The parties can be returned to status quo ante w/o hardship
 Mutual mistake: both parties make the same mistake about the same fact ± no
mutuality of agreement based on a mistake on what they were bargaining for?
‘ Mistake: basic assumption about the contract
‘ Mistake has a material, substantial effect on the agreed consideration
‘ Person alleging mutual mistake doesn¶t bear the responsibility of the mistake

K. Failure to Disclose
 Generally no duty to disclose ± ³let the buyer buy at his own risk.´
 Exceptions:
‘ Special/fiduciary relationship
 Trust, confidence, or special relationship, then duty to fully disclose
all pertinent facts
‘ Concealment
  If the seller prevents the buyer from finding out the truth or fact (false
representation), then duty to disclose everything.
‘ Mistake about a basic assumption of the contract
 When 1 party knows that the other party made a mistake about a
basic assumption of the contract
‘ Partial disclosure
 Full disclosure would be required
 Not general descriptions, but any specific facts would be
partial disclosure
 Not partial disclosure of opinions but partial disclosure of
facts would require full disclosure
‘ Special knowledge not available to the other party
 Otherwise, the party can rescind the contract on the ground of failure to disclose.

L. Parol Evidence Rule

 All previous and contemporaneous oral statements, written statements,
negotiations merge and are integrated into the final contract, which is a final
embodiment of the terms of the agreement.
‘ The subsequent contract cannot be modified or contradicted by prior
contemporaneous or extrinsic evidence.
‘ Merger or integration clause: complete integration of all prior writings, making
the contract the sole authority.
‘ Some terms of implied within the contract and NOT extrinsic: e.g. trade
usage, course of dealing, course of performance, good faith, best efforts, fair
dealing, and reasonableness
 Parol Evidence Rule bars extrinsic evidence of prior agreements which contradict,
vary, or modify the contract.

 Fully integrated: Parties intend the agreement to be the    and 


statement of their agreement; no other terms are considered to be part of the
agreement.
 Partially integrated: Parties view the terms in the written agreement as final, but
they don¶t view them as the only terms.
‘ Evidence of consistent additional terms may be introduced
 Under UCC 2-202, contract may be explained or supplemented by trade usage
or course of dealings or performance.
 The rule covers: prior written & oral agreements and contemporaneous oral
agreements
‘ Parol Evidence Rule does NOT cover contemporaneous written agreements
or subsequent terms b/c they¶re modifications.

 Exceptions to when extrinsic evidence can be admitted:

1. Ambiguities
 Ambiguity: language is subject to more than one interpretation
‘ Rules of interpretation: default rule ± general > narrow
‘ Parol evidence is allowed to determine whether or not there is an
ambiguity.
‘ If ambiguities cannot be resolved † no assent † no enforceable contract

a. Latent Ambiguity ± CA Rule

‘ If a party alleges an ambiguity that is not apparent on the
face of the document, admit parol evidence to determine the
intent and to see how certain terms are interpreted
b. Plain Language Rule ± NY Rule
 ‘ No ambiguity in looking at the ³plain language´ of the
document
‘ Will NOT admit parol evidence
2. Alterations
 Gap ± omitted terms
‘ Contract may not express the entire agreement between the parties
and have gaps.
‘ If the contract has a gap, extrinsic evidence can be used to fill the
gap
 Evidence cannot contradict the terms of the contract.
‘ Subjective interpretation: Each party¶s subjective interpretation of the
ambiguous terms
‘ Objective interpretation: Reasonable person standard

3. Contract Verification
 Formation of a contract
‘ Determine whether or not there was fraud, mutual mistake, duress,
or anything else that prevented the formation of a K
‘ Does not address subsequent extrinsic evidence after K has been
formed.
‘ Was it final?
4. Nonoccurrence of a condition precedent?*

M. Statute of Frauds
 In order for certain contracts to be enforceable, they must be in writing and signed by
the person whom the enforceable is sought. The writing must also set out material
terms.
 Signature: any mark intending to authenticate the document.
 Initials, X, symbol, but does not have to be legible
 DEFENSE to the defense of Statute of Frauds:
 Part performance
 Full performance on both sides
 Seller conveys property to buyer
 Buyer pays all or part of the purchase price AND performs some act
explainable only by the contract¶s existence
 Promissory estoppels
 Waiver
 Admission in court

 The types of contracts that are not enforceable unless in writing:

1.  arriage
 Promise to marry in exchange for consideration.
2. ear: 1-year-K
 Contract to be performed within a year does not have to be in writing.
 If the contract is to be performed in a period greater than a year, it must be in
writing. (Time b/t making of the K and the end of performance).
 Looks at:
‘ Time the contract was entered into or made,
‘ Time when the performance is complete
 Unilateral contracts seeks acceptance by performance so 2 things (acceptance
and performance) must occur simultaneously.
 This rule is seem to be too arbitrary and archaic so the courts will try to limit it
any way they can:
 ‘ 1-year-rule only applies if by its expressed terms it will last more than a
year.
3. Œand Sale
 Real estate and leases must be in writing.
4. uxecutor: Administrative executor
 Contract of an executor or administrator of an estate to answer for the
deceased¶s death
 Must pay for the debt of the deceased
5. ruarantor / Suretyship
 To answer to pay for the debt for the 3rd party
‘ If the 3rd party and creditor agree to extinguish the debt, then not in the
statute.
rd
 Once the debt is wiped out, then the 3 party no longer becomes
rd
the 3 party.
‘ Exception:
 ³Leading Object Rule´ or ³Main Purpose Rule´± if the main
purpose of the 3rd party promising to pay for the debt of another
rd
is to BENEFIT the 3 party, then it is not within the statute
6. èale of Goods > $500 ± UCC 2-201
 Sent w/in a reasonable time
 Received by the party
 Does not give written notice of objection w/in 10 days
 Exceptions:
‘ Specially manufactured goods
‘ Admits by judicial admission that there is a contract
‘ To the extent that payment has been made and goods have been
delivered (part performance)
 Does NOT apply to services (except maybe when the end product is a good)