Contracts Outline

Determine in a sentence what relevant law applies
Always talk about UCC and Restatements together!
Break analysis into paragraphs

Issue:
Rule:
Analysis: (Argue both sides)
Conclusion:

THE ROAD MAP TO ROMBERG

I. Does the UCC Apply?
a) UCC Applies when “goods” are the predominate part of the transaction.
(i) Goods are “things which are movable at the time of identification to K”
(ii) UCC can be supplemented by the common law.
1
Common Law applies when services or real estate are predominate part of transaction

II. Is there a legally binding obligation – Contract?
1) Offer
a) Creates a power of acceptance
(i) A willing to be bound if B willing to bind itself
b) Objective reasonable person in the position of the other party
c)
Fixed and definite manifestation of offeror’s intent to be bound
d) Must be communicated to the oferee
(i) Advertisements are generally not offers even though they are communicated. Power of acceptance too broad. Offerors do not expect to be bound to every member of the public.
e) Have minimum essential terms
(i) Classical K Law
1
Could be actual term or a way to figure out the term.
2
Must be definite
(ii) K2d
1
Intent to be bound
2
Enough that a court can determine a breach and fashion a remedy. *(Hazy terms – argue both ways)
(iii) If UCC, price does not have to be included as an essential term
a Included as an essential term
(iv) Ambiguous Terms

a Agreement to agree
i Common Law
1.
Intent to be bound
2.
Can look at actions of parties here
ii UCC
1.
2-204(3) If intent to be bound and reasonably certain basis for remedy ambiguous or missing