CONTRACTS 1 OUTLINE
Determine in a sentence what relevant law applies
Always talk about UCC and Restatements together!
Break analysis into paragraphs
IRAC
Issue:
Rule:
Analysis: (Argue both sides)
Conclusion:
1. 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?
General Info:
Manifestation of Intent:
a. Eurice Bros. Case-if the parties intended it to be an offer then it is an offer (it is an objective manifestation of the intent to be bound)
b. Lonergan v.Scolnick-what a reasonable person would consider an offer. Ad in a newspaper is not an offer. 1st come/1st serve is an offer if you are the first person there.
1) Offer-Section 24 defines an 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
-Normile v. Miller-saying that the deadline for acceptance is 5pm on thurs is not a binding offer but rather that the offer will terminate at 5pm. D still has the power to revoke. And buyer made a counteroffer when he changed the terms so seller did not breach by selling to 3rd party. Also buyer was informed by reliable 3rd party that buyer sold to another party and that is actual notice that offer has been revoked.
c) Fixed and definite manifestation of offeror’s intent to be bound
d) Must be communicated to the offeree
(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 o
ith, rely on the market price to govern terms)
II. When price left open and not to be fixed by parties, and
i. K can be considered cancelled; OR
ii. Buyer may fix reasonable price himself
II. When parties intend not to be bound unless price is fixed, then no K
(v) Missing or hazy terms may show an intent not to be bound (Always state fallback alternative position)
f) An Offer has to be on the table (and not terminated)
1 Termination can occur in different ways
a Lapse of Time
b Death or incapacity of offeror
c Rejection by offeree (Counter Offer)
i Counter offer is a rejection of the offer
d Revocation by offer
i Revocation by offer
1. Revocation effective upon receipt
Reasonable reliable info that the offeror does not intend to be bound
