Contracts Issue Statements

Front 1

Opening Argument

Back 1

The Washington common law of contracts governs, but the court may apply a UCC Article 2 Sales provision by analogy.

Front 2

Contract Formation

Back 2

A bargained for exchange contract requires an offeror’s expression of definite terms, 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 Statute of Frauds requiring a writing signed by the party to be charged.

Front 3

Offer

Back 3

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.

Front 4

Acceptance

Back 4

Acceptance may be express or implied by performance of the parties, so the last communication of terms between the parties would control under the “last shot” theory.

Front 5

Common law additional terms in acceptance

Back 5

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 terms may be a rejection.

Front 6

UCC additional terms in acceptance

Back 6

Additional terms in an acceptance between two merchants become part of a contract unless they materially change the essence of the bargain, are objected to by the offeror within a reasonable period of time, or were precluded in the offer.

Front 7

Consideration

Back 7

Consideration is a benefit to the promisor or a detriment to the promisee.

Front 8

Statute of Frauds

Back 8

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

Front 9

Parol Evidence Rule

Back 9

The parol evidence rule (PER) excludes extrinsic evidence to sow intent that contradicts the terms of a 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, and subsequent modifications

Front 10

Excuse for nonperformance

Back 10

Valid excuses for nonperformance include: corporation withheld, illegality, source of supply destroyed, subject matter destroyed, and failure of a presupposed condition

Front 11

Remedies

Back 11

Remedies available to the non-breaching party include money damages (no punitives in Washington), rescission, specific performance, declaratory judgment, accounting, injunctions, and in-quasi contract recovery. The claim must be filed before the statute of limitations has run.

Front 12

Damages

Back 12

Damages must have been reasonably foreseeable by D and established with reasonable certainty by P. The non-breaching party has a duty to mitigate.

Front 13

Community Property Contracts

Back 13

Either spouse may bind the community in contract unless joinder is required. There is a rebuttable presumption that both spouses are liable for community contractual obligations.