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15 Cards in this Set

  • Front
  • Back
Two types of K formation
Based on words (oral/written)

Implied from conduct
Equitable remedy.

If K law produces a result that is obviously unfair or inequitable, apply
quasi-K. Examples: Unjust enrichment.

Measure of recovery is FMV conferred on D - not cost to p. Recovery
capped by K price.
Bilaterial K
Results from an offer open as to the method of acceptance.
Unilateral K
Results from offer that expressly requires (completion of) performance as
only possible method of acceptance. A bilateral K may be accepted by
performance, but also other methods.

Only applies to two circumstances: Public offers (rewards, prizes, contests);
or when offer expressly requires performance for acceptance.

Start of performance of unilateral K makes offer irrevocable for reasonable
time to complete performance. Mere preparation not enough, unless foreseeable detrimental reliance.
Applicable law
Common Law

UCC A2: Sale of goods. Goods: Tangible personal property.
When does UCC apply to
mixed goods/services K?
UCC won’t apply to just the goods part of the transaction (all or nothing).

UCC will apply if the "more important part" of the sale is goods.

Exception: If K separates prices for goods/services, then UCC applies to
goods, but not services.
Requirements for K formation
Manifestation of intent to K. Test is whether a reasonable person in the position of offeree would believe that his assent creates a K.

Offeror’s intent is not important – what is important is how offeror’s actions
would be reasonably interpreted by offeree.
Terms that must be contained in the offer
Offer doesn’t have to contain all material terms. C/L required price, and lack of price = no offer. UCC will imply reasonable price term and find an offer, and price is due at delivery. Implied performance term is reasonable
time at seller’s place.

Essential terms must be definite and certain. When material term is specified, but it is vague or ambiguous ("fair" or "reasonable"), C/L and UCC says no offer exists. K for sale of goods must have reasonably certain quantity term (requirements/output ok).
Requirements/Output K
K specifies party will purchase ALL (not part) of its requirements is
sufficiently specific commitment and is valid.

Buyer can increase requirements so long as increase is not unreasonably
disproportionate in comparison to prior requirements.

"All the widgets I want" or "all you want to sell me" is illusory.
Are not offers. They are invitations to offer.

Exception: If advertisement if it is specific as to quantity (how many items
available) and indicates who can accept.

Example: "First come, first
How can an offer be
Lapse of time
Express revocation
Rejection by offeree
Death of party
Termination of offer: Lapse of
Offer only available for reasonable time.

Examine gap in time between when offer received and when accepted.
Termination of offer:
Revocation of offer.
* Unambiguous statement by offeror to offeree of unwillingness or inability
to K; or

* Unambiguous conduct by offeror indicating unwillingness or inability to
K; that offeree is aware of.

Important: Offeree must be aware of an unambiguous revocation (sale of subject matter to TP; but not merely an offer to TP). If public offer, revocation must be by same or comparable publication.
Termination of offer: Timing of revocation
Revocation effective when received.

Offer cannot be revoked after it has been accepted