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13 Cards in this Set
- Front
- Back
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The WA common law of contracts govern, but the court may apply a UCC Article 2 provision by analogy.
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Opening Argument
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A bargained for exchange contract requires and offeror's expression of definite terms, and present willingness and intention to be bound, acceptance by the intended offeree before revocation, consideration in the form of a benefit to the promisor or detriment to the promisee, legal capacity of the parties, legal subject matter, and compliance with the statue of frauds (SOF) requiring a writing signed by the party to be charged.
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Contract Formation (OACLLS)
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An offer must include a present manifestation of intent to become bound with definite and certain terms that vest the power of assent in a particular offeree.
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Offer
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Acceptance may be express or implied by performance of the parties, so the last communication of terms between the parties would control under the "master of the bargain" or "last shot" theory.
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Acceptance
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Additional consistent terms in a common law acceptance do not violate the "mirror image rule" and therefore are not a rejection. Usually they are treated as a mere inquiry or request. Demand for inclusion of the terms my be rejection.
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"Mirror Image Rule"
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Additional terms in an acceptance between two merchants become part of the contract unless they materially change the essence of the bargain, are objected to by the offeror within a reasonable period of tim, or were precluded in the offer.
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UCC - Additional terms in Acceptance
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Consideration is benefit to the promisor or a detriment to the promisee.
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Consideration
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The statute of frauds (SOF) applies to contracts performed over one year, over $500 if for UCC goods (except part performance, admission by D, written merchant to merchant confirmation, or specially manufactured goods), land sale or lease over one year, and suretyship promises.
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Statute of Frauds (SOF)
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The parol evidence rule (PER) excludes extrinsic evidence to show intent that contradicts the terms of final written "integrated" contract. Exceptions that may be introduced include defects in formation ("context rule" of Berg case), UCC performance, dealings, and trade terms, condition precedent unfulfilled, ambiguity clarification, ans subsequent modifications.
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Parol Evidence (PER)
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Valid excused for nonperformance include: cooperation withheld, illegality, source of supply destroyed, subject matter destroyed, and failure of presupposed condition.
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Excused Nonpeformance
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Remedies available to the non-breaching party include money damages (no punitives in WA), rescission, specific peformance, declaratory judgment, accounting, injunctions, and in quasi-contract recovery. The claim must be filed before the statute of limitations has run.
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Remedies
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Damages must have been reasonably foreseeable by D and established with reasonable certainly by P. The non-breaching party has the duty to mitigate.
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Rules for Money Damages
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Either spouse or registered domestic partner may bind the community in contract unless joinder is required. There is rebuttable presumption that both spouses are liable for community contractual obligations.
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CP in Contracts cases
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