Contracts -- Formation*

Front 1

Offer

Back 1

Manifestation of commitment by one person

would a r/s person in position of offerree believe his/her assent creates a K

Front 2

Offer -- Missing Sale Price

CL

Back 2

RE -- required, otherwise no offer

Front 3

Offer -- Missing Sale Prince

Article 2

Back 3

Price not required

Front 4

Offer -- Vague or ambiguous material terms

CL & Art 2

Back 4

No offer created

MAGIC WORDS:
appropriate, fair, reasonable

Front 5

Requirement/Output Contracts

Back 5

K for sale can state quantity of goods to be delivered under K in terms of buyer's requirement or seller's output

MAGIC WORDS:
all, exclusively, solely

Front 6

Requirement/Output Contracts -- Increases

Back 6

Upheld as long as not uneasonably disproportionate

Front 7

Offer -- Advertisements

Back 7

Not an offer

Advertisements are broadly defined

Front 8

Termination of Offer
( )

Back 8

1) Lapse
2) Death
3) Revocation

Front 9

Termination of Offer -- Lapse

Back 9

Lapse of time = time stated or reasonable time

usually month

Front 10

Termination of Offer -- Death

Back 10

Death/incapacity after offer, but before acceptance

Front 11

Termination of Offer -- Revocation
(2)

Back 11

One of two methods:
1) Unambiguous STATEMENT by offerror to offerree of unwillingness to K

2) Unambiguous CONDUCT by offeror indicating unwillingness to K that offerree is aware of

MULTIPLE OFFERS not a revocation

Front 12

Termination of Offer -- Irrevocability
(5)

Back 12

1) Option
2) Firm Offer Rule
3) Detrimental Reliance
4) Performance
5) Rejection

Front 13

Termination of Offer -- Option

Back 13

1) Offer
2) Promise not to revoke
3) Payment for promise

Front 14

Termination of Offer -- Firm Offer Rule

(3)

(Art 2 only)

Back 14

1) Offer to buy/sell;
2) Signed, written promise to keep ofer open;
3) Party a merchant (merchant = GENERALLY person in business)

Front 15

Termination of Offer -- Detrimental Reliance
(4)

Back 15

1) reliance
2) r/s foreseeable
3) detrimental
4)Non-enforcement would be unjust

Front 16

Termination of Offer -- Performance

Back 16

Start of performance on a unilateral K

(remember, NOT preparing to perform)

Front 17

Termination of Offer -- Rejection
(3)

Back 17

1) Counteroffer
2) Conditional Acceptance
3) Mirror Image Rule

Front 18

Termination of Offer -- Rejection -- Counteroffer

Back 18

When a firm counter-offer made, but not bargaining

bargaining = interrogative

but not when OPTION EXCEPTION

Front 19

Termination of Offer -- Rejection -- Conditional Acceptance --
Common Law

Back 19

Responses that include acceptance with words such as:
if, only if, provided, so long as, but, on condition that

Rejection and Counter-Offer

Front 20

Termination of Offer -- Rejection -- Conditional Acceptance --
Article 2

Back 20

Responses that include acceptance with words such as:
if, only if, provided, so long as, but, on condition that

Rejection ONLY

Front 21

Termination of Offer -- Rejection -- Mirror Image Rule --
Common Law

Back 21

In order for a response to be acceptance, must look exactly like offer

Front 22

Termination of Offer -- UCC 2-207
(2)

Back 22

1) Offer that adds new term(s) = Acceptance
(seasonable expression of acceptance)

-as long as it is not make the new term(s) a condition of acceptance
2) New term only part of K if
-both parties merchants OR
-additional term not material OR
-additional term not objected to by offerror

Front 23

Acceptance -- Three Forms
(3)

Back 23

1) Performance (CL - completion of; Article 2 - start of)
2) Mailbox Rule
3) Delivery of Wrong Good

Front 24

Acceptance -- Mailbox Rule
(DDD + D)

Back 24

1) Distance
2) Delay
3) Difference between communications

Does not apply to comply with option deadline, receipt required for those

Front 25

Acceptance -- Elements
(4)

Back 25

1) Communications effective when sent
2) UNLESS K says effective when received
3) Option K involved -- effective upon delivery
4) Offeree sends BOTH acceptance and rejection, acceptance valid UNLESS: 1) rejection rec'd first, offerror detrimentally relies

Front 26

Acceptance -- Delivery of Wrong Good
(2)

Back 26

1) Acceptance THEN
2) Breach

Accommodation EXCEPTION - seller sends wrong good w/ explanation
1) No Acceptance
2) No Breach

Front 27

Acceptance -- Who Can Accept
(2)

Back 27

1) person must know of offer at time they accept
2) offer made to that person

Front 28

Assignability -- Offers & Options

Back 28

Offers = cannot be assigned

Options = can be assigned

Front 29

Acceptance -- Consideration
(2)

Back 29

1) bargained for
2) legal detriment

Amount of consideration usually not relevant on BAR

Front 30

Acceptance -- Miscellaneous Considerations (see p. 13)

Back 30

1) Promise
2) Past Consideration***
3) Preexisting Contractual or Statutory Duty***
4) Partial Payment***

Front 31

Acceptance -- Consideration -- Promise

Back 31

Promise, can be consideration IF ASKED FOR

not an illusory promise ("I promise to do this unless I don't feel like it"
Amount, irrelevant ("a mere peppercorn is enough")

Front 32

Acceptance -- Consideration -- Past Consideration

Back 32

not consideration

EXCEPTION express request w/ knowledge that payment would be expected upon completion
Preexisting

Front 33

Acceptance -- Consideration -- Preexisting Contractual or Statutory Duty

(COMMON LAW ONLY)

(3 exceptions)

Back 33

not consideration

EXCEPTIONS:
1) addition or change to performance
2) unforeseen difficulty that would excuse performance
3) third party promise to pay

Front 34

Acceptance -- Consideration -- Partial Payment

Back 34

IF debt due and undisputed -- part payment not consideration

IF debt not yet due or disputed -- consideration

Front 35

Acceptance -- Consideration Substitutes

Back 35

Written promise to satisfy an obligation for which there is a legal defense is enforceable without consideration

Front 36

Acceptance -- Consideration Substitutes -- Promissory Estoppel
(3)

Back 36

1) Promise
2) Reliance is r/s, detrimental and foreseeable
3) Enforcement necessary to avoid injustice