Bar Bri New York Fine Points - Contracts & Sales

Front 1

What is a Contract?

Questions to ask yourself:

Back 1

A legally Enforceable Agreement

1. IS THERE AN AGREEMENT?
a. Was there an offer?
b. Was the offer terminated?
c. Has the offer been accepted?
2. IS THE AGREEMENT ENFORCEABLE?
a. Are there defenses against formation?

Front 2

What Law Applies?

Sale of Goods

Back 2

Article 2 of the UCC

1. governs all sale of goods
2. has special rules that govern transactions between merchants

Front 3

What Law Applies?

Lease of Goods

Back 3

Article 2A of the UCC

1. in New York
2. Not MBE

Front 4

What Law Applies?

Any other Agreement

Back 4

Common Law or New York Statutory Law

1. any contract not governed by the UCC

Front 5

Is There a Valid Contract?

Is There a Valid Offer?

Back 5

1. Manifestation of present intent to contract demonstrated by a promise, undertaking, or commitment
2. Communicated to an Identified offeree
3. Definite and Certain Terms

Front 6

Is There a Valid Contract?

Has the Offer Been Terminated?

Back 6

1. Lapse in Time
2. Revocation: words or conduct of the offeror terminating the offer
-- Effective when received by offeree
-- Unless the offer is irrevocable (Merchant's Firm Offer under UCC, Option Contract, Unilateral Contract, *NY Rule: written, signed by the offeror contract that states "irrevocable" for a period of time, is, regardless of consideration... contrasts UCC)
3. Rejection: words or conduct of the offeree rejecting the offer
-- Effective when received
-- Counteroffer acts as rejection
4. Termination by operation of Law
-- Destruction of subject matter of the contract
-- Supervening illegality
-- Death or Insanity of Either Party

Front 7

Is There a Valid Contract?

Has The Offer Been Accepted?

Back 7

1. Acceptance must mirror the offer (Common Law)
2. Under the UCC, an acceptance which adds terms to the offer is valid. Between merchants, the additional terms become part of the contract unless:
-- they materially alter the contract,
-- the offeror objects
-- or the offer is limited to its terms "Battle of the Forms"
3. Method of acceptance - UCC
4. Method of acceptance - Unilateral Contract (Completion MBE, Start with reasonable time to finish NY)
5. Method of acceptance - Bilateral Contract (flexible)
-- Promise to Perform
-- Starting to Perform
-- Complete Performance

Front 8

Is There a Valid Contract?

Has The Offer Been Accepted?

Modes of Acceptance

Back 8

1. Manner authorized by offer
2. Any reasonable manner
3. NY - Acceptance by silence ONLY when offeree:
-- Takes offered services
-- Has Reasonably Opportunity to Reject
-- Has Reason to Know Payment Expected
4. Effective upon Dispatch
-- Mailbox Rule
-- Limits on Mailbox Rule (option contracts, contracts with definite acceptance terms..)

Front 9

Consideration

Back 9

1. Legal Detriment or Legal Benefit (adequacy irrelevant)
2. Bargained-for Exchange
-- NY Past Consideration if:
-- -- Promise in writing
-- -- Consideration in Writing
-- -- Consideration proved to be given and
-- -- Writing by the Promisor
-- Payment of a debt barred by Statute of Limitations
3. Whether contract is binding or illusory
4. Promissory estoppel or detrimental reliance as substitute for consideration.

Front 10

Is There a Valid Contract?

Defenses Against Formation

Back 10

1. Mistake (Unilateral, Mutual, Ambiguous Terms)
2. Fraud
3. Illegality
4. Incapacity
5. Duress
6. Statute of Frauds
7. Unconscionability

Front 11

Is There a Valid Contract?

Defenses Against Formation

Statute of Frauds Mnemonic...

Back 11

MY LEGS

M - Marriage
Y - 1 Year Rule
L - Land
E - Executory Interest
G - Goods $500 or more
S - Suretyship (Guarantor)
-- NY does not follow main purpose rule
Misc. NY - Real Estate Commissions, Finder's Fees, Change of beneficiary of Insurance Policy.