Contracts - Mbe - Essay Analysis - California

Front 1

Applying UCC

Back 1

Ks involving the sale of goods - involves a sale of movable and identifiable goods

Front 2

Offer

Back 2

An offer requires:

1) an expression of a promise, undertaking, or commitment to enter a K,

2) certainty and definiteness of terms, and

3) communication to an identified offeree.

*did it create a power of acceptance?

Front 3

Valid output K

Back 3

An output K exists where the seller commits to sell all the goods it produces to the buyer. Such Ks are valid even though no specific quantity is mentioned or accepted by the offeree.

*requires that the quantity be set in good faith, not be unreasonably disproportionate to any stated estimate or any normal prior output or requirements

Front 4

Acceptance

Back 4

acceptance is a manifestation of asset to the terms of an offer in the manner prescribed or authorized in the offer.

Front 5

Consideration

Back 5

Needs - bargain for exchange; legal value

Front 6

Statute of Frauds

Back 6

evidence of writing and signed by the party to be charged.

Front 7

Firm Offers

Back 7

an offer by a merchant to buy or sell goods in a signed writing is not revocable for lack of consideration, or if no time is stated, for a reasonable time, not to exceed 3 months.

Front 8

Detrimental reliance to offers

Back 8

are irrevocable, where the offeror reasonably expects that the offeree will rely to her detriment on the offer, the offer will be held irrevocable as an option K for a reasonable period of time

Front 9

Defining Merchants

Back 9

those who deal in goods of that kind sold, are held to a higher standard of good faith

Front 10

Offer - (from bar examiners)

Back 10

an outward manifestation of present contractual intent, communicated to the offeree in such a way as to make the offeree reasonably believe that the offeror is willing to enter into a K.

*price, Id of parties, subject matter of the K, and the time of performance would be implied as a reasonable time

*"intent to be bound and must recite the necessary terms w/ appropriate specificity

Front 11

Are specific quantities necessary for a valid offer?

Back 11

No - for SoF yes, but not necessary for formation

Front 12

Acceptance (bar examiners)

Back 12

outward manifestation of asset to the terms of the offer - need some definite quantity to be mentioned and an intent to be bound - not just a general agreement.

Front 13

Mailbox Rule

Back 13

Acceptance is effective upon dispatch - though a revocation is only effective upon receipt

Front 14

Cover - remedies after breach

Back 14

Under the UCC, a buyer can purchase replacement goods on the market at the time of the breach and recover the difference between the K price and price of cover, plus incidental costs.

*done in good faith
*duty to mitigate

Front 15

Regular K

Back 15

A K requires mutual assent and consideration - bargained for agreement, each incurred a legal benefit and detriment

Front 16

PER

Back 16

where the parties express their agreement in a final writing, other written or oral expressions, made prior to or contemporaneously w/ the writing, are inadmissible to vary the terms of the writing

Front 17

Modification

Back 17

at common law, modification of K terms must be supported by separate consideration

Front 18

Promise or Condition

Back 18

express condition - failure to complete the job, constitutes a breach; must be supported by complete performance

Front 19

Discharge by Impossibility

Back 19

Occurrence of an unanticipated or extraordinary event may make contractual duties impossible to perform. Because it was possible for others to paint the house, the impossibility was subjective and not objective as required by law (no one could perform)

Front 20

Discharge by Impracticability

Back 20

Will discharge contractual duties where performance has become impracticable. Extreme and unreasonable difficulty, that was not anticipated

Front 21

Discharge by frustration

Back 21

where the K has become valueless by virtue of some supervening event, some courts will discharge contractual duties even though performance is still possible

*supervening event was not forseeable

Front 22

Material or Minor breach

Back 22

the nature of the breach depends on whether the obligee gains the substantial benefit of her bargain despite the obligor's defective performance

Front 23

Damages - certainty rule

Back 23

damages must be certain in their nature and not speculative