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13 Cards in this Set
- Front
- Back
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Option Contract
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established if the offer gives consideration in exchange for the offerer's offer. Consideration may be minimal.
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UCC 2-305(1)(a): Omitting specific price
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parties may omit specification of price to agree later or link a price to an objective standard.
If the price omitted or the two options fail, the price will be a reasonable one at the time of delivery |
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UCC 2-205: Agreeing to keep offer open
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where a merchant makes a written, signed offer to sell goods and includes a promise to hold the offer open, the offer is irrevocable for the period states, or for a reasonable period, neither to exceed three months.
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What is a Merchant?
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a person who has knowledge of the business practices involved in the contract.
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EXAMPLE: Ferry boat capitan has to increase price due to unforeseen fuel increased. customer agrees at first but then doesn't want to pay extra.
What happens? |
if customer initially conceded by paying the increased price this concession is binding, and the customer is therefore estopped from claiming that the new agreement for the elevated fare in invalid of lack of consideration.
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What is a bargin-for exchange?
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each party makes a promise o perform in exchange for the other party's promise to preform.
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When can a performance under contract be excused?
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mutual mistake
impossibility impracticability frustration of purpose. |
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Accord and satisfaction
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requires a good faith dispute as to the quality of the work performed or the value of the services rendered.
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Enforceability of Liquidated Damages Provision
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(i) the damages are anticipated by a possible breach must be difficult to prove or uncertain and
(ii) the amount chosen for the provision must be a reasonable estimate of losses to be expected from a breach. If above conditions NOT met, then unenforceable penalty, and non-breaching party is limited to actual damages. |
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What is the mailbox rule?
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Acceptance to an offer for a bilateral contract by mail is effective upon dispatch, so long as the acceptance is properly posted, with the correct address and postage amount
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UCC 2-207 Additional Terms
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New terms are considered to be additions to the contract and become part of the contract UNLESS (i) the offer expressly limits the acceptance to the terms of the offer , (ii) they materially alter it, or (iii) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
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UCC Modification of Contract
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No consideration required to support modification, can be modified in good faith.
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Warranty
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applies only at the time of contracting, the seller has good reason to know (i) the particular purpose for which the goods are required and (ii) that the buyer is relying on the seller's skill or judgment to select or furnish reasonable goods.
The warranty may be negated: (i) where the negation is in wearing and conspicuous and (ii) the language used to negate the warranty is in a form that a reasonable buyer would understand. |
