Contracts Outline:
Exam Check list:
1. Is this a UCC or Common Law Transaction?
BronBrake Test-if it si a mix of goods and services, more predominate element
2. Is this transaction within Statute of Fraudsà3 Big.
3. Is there an agreement or promise Formed?
1. Offer- Manifestation of Commitment
-Special Rule of Real Estate
-Context of Communication
2.Acceptance-Guy Dies
-Lapse of Time
-Revocation
3.Response to Offer-Qualified Acceptance
1. Monks to Chant-Meeting of Minds
2How to Accept: 1.Default 2. Offer Specifices
3.Single Fact Pattern
4.Silence Never equals Acceptance UNLESS
5.Mail Box Rule
4. Rejection: 3 Ways
1. CounterOffer
2.Conditional Acceptance
3.Additional Terms (Common Law)
4.2-207
5. Misunderstanding of K Formation by the Parties-who wins
5. Is there any reason that this agreement or promise not to be enforced?
1.Duress
2.Undue Influence
3Misrepresentation
4.NonDisclosure Misrepresention
5.Remedies for Misrepresentation
6. Mistake-Mutual, Unilaterial, Remedies
7.Duty of Good Faith-Not Tx
8. Ambiguity in Language-Pearless
9. Absence of Consideration
10. Promissory Estoppel
6. What are the terms to the K?
1. Lack of Important Terms in K (aka Indefiniteness)
2. Terms in a Box
3.Form K’s
(Battle of Forms)
1. Interpretation –Williston,Corbin, Tx
2. Parol evidence- Stop in the name fo law
7. Was the K performed?
1.Partial and Total Breach for Installment K
8. Is there any excuse for nonperformance?
1. Sale of Goods-Perfect Tender Rule
2.All other Stuff-Material Breach
3.Warranties: Express & Implied
4.Disclaimers
5.Remedy Limitations
6.When the Other Party says they plan on Defaulting
7.Unforseen Occurences: Impossibility, Frustration of Purpose, Language of Expressed Conditon
8.Waiver
9. What are the consequences of nonperformance? Remedies
Liquidated Damages, Expectation (don’t forget consequential damages-forseeability certainty), Reliance, Restutition, Specific Performance, Sellers Remedies, Products Not finished on time
2.Limitation on Money Damages:
1.Reasonable Certanity
2.Duty to Mitigate
3.Forseeability (consequential damages):Hadley-Shaft Mill Case
10. Miscellaneous:
1. Franchises & K’s
2.Employment @ Will
3.Employmen:Shriley McLaine
#1 Checklist:
1. Thing to Ask yourself: Is this a Sale of good? If so, Art. 2
Movable GoodàUCC
2. If it is any kind of K: 3 Thigns: 1. Real Estate, 2. Employment, 3. IP, 4. LeaseàCommon Law
# 2Checklist: Statute of Frauds: Is this transaction within the Statute of Frauds and did they meet it?
STATUTE OF FRAUDS:
IT IS OBJECTIVE IN APPLICATION:
Pol
re Manifestation of Commimtent ( work it in answer, that offer is manifestation of commitment): What are the specific issues:
1. Watch for phrases that are unclear. 3 Magic Words in Exam pattern. If first communication contains anyone of these 3 words: 1. Fair, 2. Appropriate, 3. Reasonable, this is NOT an offer. Not sufficiently certain tfo manifest commitment. 4 Words- Offer: 1. Requirements, 2. All , 3. Only, 4. Solely (if you any of those wordsà offer)
Special Rule of Offer: If we are talking ONLY about sale of Real Estate in the 1st communication it can not be an offer unless: 2 things: 1. Description of Real Estate, 2. Price
NOTE: There’s an Objective and Subjective Part of this: Objective- if you are in a restaurant and think the wine is free and drink it- Probably held to paying for the wine, bc reasonably lend itself that it’s not free. However, if 2 weirdos get married in front of friends to fool them and they are both (bride and groom) have no intention to marry-Probably Not Married-Subjective.
2nd Step: Look at Context of Offer. Was it in a bar setting or attorney office? Also, ADVERTISEMENTSàNOT OFFERS. DO NOT MISS ADVERTISEMENTS! Don’t be fooled by words like “offer” on advertisement; its still not an offer.
2.Acceptance:
3 Things that can happen after Offer Made:
1. One of two guys dies. DEALS IS OFF!
2. Is Lapse of Time: There is Delay. You will be date offer made and when acceptance made. Watch for “Reasonable” time.
