Contracts: Kruse: Spring 08
Every K under UCC includes implied obligation of good faith and good dealing
Before every question I should address whether the UCC applies
Offer:
“An objective manifestation of intent to enter into a bargain, definite in its terms, expresses commitment to enter into a contract, could be oral or written and communicated to the O/e” (Kruse 2-7-08)- Laymen’s terms of Restatement 2d §24.
An offer is the o/or’s manifestation of assent to the formation of an enforceable contract. “a yes-able proposition”, b/c it must be stated so as to enable the o/e to manifest assent by replying affirmatively. It must be communicated (with the exception of public rewards); there must be a commitment to contract (expressed by verbs); and it must be definite in its terms (expressed by nouns). In order to determine if an offer exists, we look to the objective manifestations of the o/r, viewing the O/r’s conduct as a reasonable person view it, and we do not consider secret, undisclosed intentions.
WIKI-
An offer is an indication by one person (“offeror”) to another (“offeree”) of the offeror’s willingness to contract on certain terms without further negotiations. A contract is then formed if there is express or implied agreement. A contract is said to come into existence when acceptance of an offer has been communicated to the offeror by the offeree.
The offer and acceptance formula, developed in the 19th century, identifies a moment of formation when the parties are of one mind. This classical approach to contract formation has been weakened by developments in the law of estoppel, misleading conduct, misrepresentation and unjust enrichment.
Acceptance:
Consent to the terms of an offer, creating a contract. O/e manifesting of Mutual Assent.
This is the o/e’s manifestation of assent. It cements the deal by expressing the o/e’s affirmative agreement to the terms set forth in the offer. It must be communicated (except the MBR); absolute and unequivocal (meaning it does not place new conditions on performance of the promise contemplated by the offer); and responsive to the offer (a/k/a “mirror image rule)(except UCC 2-207).
Sale: the passing of title from the seller to the buyer for a price
Goods: “Tangible thing that
therwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill.
Contract: as distinguished from “agreement”, means the total legal obligation that results from the parties’ agreement as determined by [the Uniform Commercial Code] as supplemented by any other applicable laws.
Cancellation” occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of “termination” except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance.
Communication:
Between Merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
