First Term

1. HIERARCHY OF AUTHORITY (LOOK TO PRECEDENT) 2. BODIES OF LAW a. COMMON LAW b. UNIFORM COMMERCIAL CODE: (GOODS, AS DEFINED IN 2-105) i. Good: movable at the time of sale 3. INTRODUCTION TO CONTRACTS a. FORMAL v. INFORMAL KS i. Formal 1. Contracts under seal 2. The recognizance 3. The negotiable instrument ii. Informal (have elements been met?) 1. Unilateral 2. Bilateral b. O + A + C = K (MIDTERM COVERS ONLY O + A) c. FOUR BASIC COMMUNICATIONS AND THREE EXCEPTIONS (note how each one is connected to Offeror/Offeree) 4. CATEGORIES OF CONTRACTS a. Express (o + a) and Implied in Fact (conduct/circumstances): Both require proof of elements b. Implied in Law (legal fiction generated by court(s) to get an equitable result) 5. Mutual Assent: O+A a. OFFER (exception = govt. reward) : A yes-able proposition i. FACTORS/REQUIREMENTS FOR AN OFFER:

1. COMMON LAW: a. Must be Communicated i. Exception: b. Or committed i. Or must intend to be bound c. Definite in its terms 2. UCC: Indefinite terms will not defeat the offer (2-204(3)) 3. OBJECTIVE MANIFESTATIONS (REASONABLE PERSON) 4. SPECIAL OFFER SITUATIONS: a. Professionals statements b. Solicitations and Ads i. General Rule: These are not considered to be offers based on public policy b/c: 1. They lack detail concerning size, quantity and they would create an unlimited number of ii. Exception: Where an ad is clear, definite and explicite, and leaves nothing open for negotiation, it constitutes an offer. c. Written Contract to follow d. Rewards i. government v. private b. ACCEPTANCE (exception = mail box rule* which means acceptance occurs at posting not receipt, but does not apply to optionk/firm offer) i. EFFECT OF ACCEPTANCE ii. FACTORS/REQUIREMENTS FOR AN ACCEPTANCE: 1. COMMON LAW:

a. Responsive (mirror image rule), b. Oee is absolute and unequivocal; c. Communicated to Offeror 2. UCC: Mirror Image Rule is not required, per 2-207 (follow statutory requirements) iii. OBJECTIVE MANIFESTATIONS (REASONABLE PERSON) iv. MANIFESTING ASSENT (verbal v conduct) v. Postal organization act provides that free samples must be clearly marked. If they are not, the recipient may treat them as a gift. vi. SILENCE AS ACCEPTANCE (limited to Section 69 or as applied under UCC, given problem for example) Four exceptions 1. Oee accepts benefits and had reason to know that compensation is expected. 2. Where the Or tells the Oee that he can accept be remaining silent, and the Oee, intending to accept, remains silent. 3. Where, because of previous dealings, it is reasonable that the Oee notify the Or if he does not intend to accept. 4. Where the Oee takes action inconsistent with the Ors ownership of the property. vii. KNOWLEDGE OF THE OFFER (public v. private) viii. MOTIVE FOR ACCEPTANCE (not relevant, not coerced) ix. MODE OF ACCEPTANCE (via an act [Unilateral] or promise [Bilateral]) *Only applies to acceptance c. TERMINATION OF THE POWER OF ACCEPTANCE i. REVOCATION (exception = death of offeror) 1. Offeror must communicate the revocation (Directly or Indirectly)

a. Directly: Or directly communicates the revocation of the offer b. Indirectly: Oee finds out from a reliable 3rd party that Or no longer intends to k with Oee 2. Effective: Received/Possession of person (Offeree), Agent or place of Business ii. General Rule: offer is revocable iii. UNILATERAL K v. BILATERAL K (HANDOUT) 1. Irrevocable Offer 2. Part Performance (Section 45) a. K with a condition is formed when there is partial performance by Oee i. Distinction: Mere preparation will not constitute part performance. 3. Option K and Firm Offer (v. Option) a. Option K i. Money Tendered OR ii. Consideration given OR b. Firm offer i. Offer to buy or sell goods ii. By a merchant iii. Signed writing (can be on a letterhead, email sig or actual sig) iv. Which give assurances (that the offer will remain open) v. Will be irrevocable for the time state, OR within a reasonable time (as judged by the industry standard) BUT IN NO CASE will it last longer than 3 months (90 days)

1. If beyond 90 days- money must be given to extend the period (as guided by the common law) iv. LAPSE OF TIME (time stated/reasonable time v. oral offer) 1. Revoking a reward offer: substantially equal publicity rule (use same channels of communication, same type size and post for same time) v. DEATH (terminates offer unless accepted/option K/firm offer) 1. Probate Contracts must first be paid, then remainder goes to heirs d. REJECTION (no exception) 1. Offeree must communicate; effective when received 2. Terminates power of acceptance: note exceptions OR when power of acceptance does not terminate a. kept open by an Option K/Firm Offer (unless offeror relies on Oees rejection); b. Unless Or has manifested contrary intention or Oee has taken under advisement e. MAIL BOX RULE (ACCEPTANCES ONLY but will not apply if Offeror says acceptance must be received; also does NOT apply to OPTION K OR FIRM O) f. HOW TO COUNT DAYS (HANDOUT: significance of offeror saying acceptance must be received as noted above under MBR) g. COUNTER OFFER h. BATTLE OF THE FORMS (UCC Section 2-207 HANDOUT) i. INDEFINITENESS i. General Rule: common law (most courts wont fix and contract will fail) ii. UCC and gap fillers (wont fail if intent to K and way to calculate)

6. CONSIDERATION: Bargained for the benefit to the Or or detriment to the Oee that has legal value a.

Definition: 1. Convey: To transfer or deliver (something, such as a right or property) to another, esp. by deed or other writing. 2. Warranty deed: a deed that expressly guarantees the grantors good, clear title and that contains covenants concerning the quality of title, including warranties of seisin, quiet enjoyment, right to convey, freedom from encumbrances, and defense of title against all claims. 3. Easement: An interest in the land owned by another person, consisting in the right to use or control the land, or an area above or below it, for a specific limited purpose (such as to cross it for access to a public road) a. Land benefitting from the easement is called the dominant estate b. Land burdened by the easement is called the servient estate. 4. Chary: Cautious or careful 5. Nudum Pactum: An agreement made without consideration and void unless made under seal.