Ucc & Restatements

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§132

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The memorandum may consist of several writings if one of the writings is signed and the writings in the circumstances clearly indicate that they relate to the same transaction

Hint 1

Types of Documents

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1-304

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Every K or duty within the UCC imposes and obligation of good faith in its performance

Hint 2

Good Faith

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2-207(1)

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A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as acceptance even though it states terms additional to or different from those offered or those agreed upon unless acceptance is expressly made conditional on assent to the additional or different terms

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§74

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Legal detriment if promisee honestly believe it is an honest claim

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§24

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An offer is a manifestation of willingness to enter into a bargain so made as to justify another person in understanding that his assent of that bargain is invited and will conclude it

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§139

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A promise which promise should reasonably expect to induce action or forbearance on the part of the promisee and does induce such action or forbearance is enforceable notwithstanding the statute of frauds if injustice can be avoided only by enforcement of promise

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2-207(2)

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The additional terms are to be construed as proposals to the K. Between merchants such terms become part of the K unless:
(a) the offer expressly limits acceptance to the terms of offer
(b) they materially alter it
(c) 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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§45

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(1) where an offer invites an offeree to accept by rendering a performance and does not invite a promissory acceptance and option K is created when the offeree tenders or begins the invited performance or tenders a beginning of it
(2) the offerors duty of performance under any option K so created is conditional on completion or tender of the invited performance in accordance with the terms of the offer

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2-209(1)

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An agreement modifying a K within this article (art. 2) needs no consideration to be binding

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2-305(1)

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(1) the parties if they so intend can conclude a K for sale even though the price is not settled in such a case the price is a reasonable price at the time for delivery
(a) nothing is said as to the price or
(b) the price is left to be agreed by the parties and they fail to agree or
(c) the price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded

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2-204

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Even though one or more terms is left open a K for sale does not fail for indefiniteness if the parties have intended to make a K and there is a reasonably certain basis for giving an appropriate remedy

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2-201(3)(a)

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If goods are to be specially manufactured for the buyer and they are not suitable for sale to others in the ordinary course of the sellers business and the seller before notice of repudiation has been received and under circumstances which reasonably indicate that the goods are for the buyer has made either a substantial beginning of their manufacture or commits for their procurement

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§36

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(1) offerees power of acceptance may be terminated by:
(a) rejection or counteroffer by the offeree or
(b) lapse of time or
(c) revocation by the offeror or
(d) death or incapacity of the offeror or offeree

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1-201(b)(20)

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Good faith means honesty in fact and the observance of reasonable commercial standards of fair dealing

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2-201(1)

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Except as otherwise provided in this section a K for the sale of goods for the price of $500 or more is not enforceable unless there is some writing sufficient to indicate that a K for sale has been made between the parties and is signed by the party against whom enforcement is sought

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§21

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Neither real nor apparent intention that a promise be legally binding is essential to the formation of a K but a manifestation of intention that a promise shall not affect legal relations may prevent the formation of a K

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§2

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A manifestation of intention to act or refrain from acting in a specified way so made as to justify that promisee in understanding hat a commitment has been made

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§81

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(1) the fact that what is bargained for does not itself induce the making of a promise does not prevent it from being consideration for that promise
(2) the fact that a promise does not of itself induce a performance or a return promise does not prevent that performance or return promise from being consideration for the promise

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2-207(3)

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Conduct by both parties which recognizes the existence of a K is sufficient to establish a K for the sale although the writings of the parties do not otherwise establish a K, in such cases the terms of the particular K consist of those terms on which the parties agree together with any supplementary terms incorporated under any other provisions of this Act

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§86

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(1) A promise made in recognition of a benefit previously recieved by a promisor from that promisee is binding necessary to the extent to prevent injustice

(2) A promise is not binding under (1) :

(a) if the promisee conferred the benefit as a gift or for other reasonas promisor has been unjustly enriched

(b) to the extent that the value is disproportionate to the benefit

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2-305(2)

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A price to be fixed by the seller or by the buyer means a price for him to fix in good faith

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2-105(1)

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Goods mean all things (including specially manufactured goods) which are movable at the time of identification to the K for sale, other then the money in which the price is to be paid, investment securities and things in action

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3-302(1)

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If a court finds a K to be unconscionable at the time it was made, the court may refuse to enforce the K, or it may enforce the remainder of the K without the unconscionable clause, or i may limit the application of the unconscionable clause to avoid any unconscionable result

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§33(1)

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Even thought a manifestation of intention is intended to be understood as an offer, it cannot be accepted so as to form a K unless the terms of the K are reasonably certain

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2-309

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The time for shipment of delivery or any other action under a K if not provided in this article or agreed upon, shall be a reasonable time

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§39

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(1) An offer made by the offeror relating to the same matter as the original offer and proposing a substituted bargain differing from that proposed by the original offer

(2) an offerees power of acceptance is terminated by his making of a counteroffer unless the offeror has manifested a contrary intention or unless the counteroffer manifests a contrary intention of the offeree

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§26

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A manifestation of willingness to enter into a bargain is not an offer if the person to whom it is addressed knows or has reason to know that the person making it does not intend to conclude a bargain until he has made a futher manifestation of his assent

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§152

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Where a mistake of both parties at the time a K was made as to a basic assumption on which the K was made has a material affect on the agreed exchange of performances, the K is voidable by the adversely effected party unless he bears the risk of the mistake

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§1

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A contract is a promise or a set of promises for which the breach of the law gives a remedy or the performance of which the law in some way recognizes a duty

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§153

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Where a mistake of one party at the time of the K was made as to a basic assumption on which he made the K, has a material effect on the agreed exchange of performance that is adverse to him, the K is voidable by him if he does not bear the risk of the mistake

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§87(2)

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An action which the offeror should reasonably expect to induce action or forbearance of a substantial character by the offeree before acceptance and which does induce such action or forbearance is binding as an option K to the extent necessary to avoid injustice

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§90

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A promise which a promisor should reasonably expect to induct action or forbearance on the part of the promisee and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise. The remedy granted for breach may be limited as justice requires

(2) A charitable subscription is binding under [90(2)] without proof that the promise induced action or forbearance

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§89

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A promise modifying a K not fully performed on either side is binding... if the modification is fair and equitable in view of circumstances not anticipated by the parties when the K was made

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§50

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An acceptance of an offer is a manifestation of assent to the terms thereof made by the offeree in a manner invited or required by the offer

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§69(2)

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An offeree who does any at inconsistent with the offeror's ownership of offered property is bound in accordance with the offered terms unless they are manifestly unreasonable, but if the act is wrongful as against the offeror it is an acceptance only if ratified by him

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§41

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An offer lapses of its own terms after the expiration of the time stipulated in the offer or after a reasonable time

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§63(a)

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Unless the offer provides otherwise, acceptance made in a manner and by a medium invited by an offer is operative as soon as it is put out of the offerees possession without regard to whether it ever reaches the offeror

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§139(2)

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(2) In determining if injustice can be avoided only by enforcement; the following circumstances are significant:

(a) availability of other remedies

(b) the definite and seasonably character of the action or forbearance

(c) extent to which action or forbearance was forseeable to the promisor

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2-201(3)(c)

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With respect to goods for which payment has been made and accepted or which have been recieved and accepted

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§71

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(1) To constitute consideration, a performance or a return promise must be bargained for

(2) A promise or a return promise is bargained for if it is sought by the promisor in exchange for his promise and is given by the promisee in exchange for that promise

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2-201(2)

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Between merchants if within a reasonable time a writing in confirmation of the K and sufficient against the sender is recieved and the party receiving it has reason to know its contents, it satisfies the requirements under (1) against such party unless written notice of objection to its contents is given within 10 days after it is recieved

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§17

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The formation of a K requires a bargain in which there is a manifestation of mutual assent to the exchange

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1-103(b)

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Unless displaced by the particular provisions of this act, the principles of law and equity... shall supplement the provisions of this act

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2-201(3)(b)

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If the parties against whom enforcement is sought admits in his pleading, testimony or otherwise in a cour that a K for sale was made but the K is not enforceable beyond the quantity of goods

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2-306

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(1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith

(2) A lawful agreement for exclusive dealing in the kinds of goods concerned imposes unless otherwise agreed to an obligation by the seller to use best efforts to suppply the goods

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2-205

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An offer by a merchant to buy or sell goods in a signed writing by which its terms gives assurance that it will be held open is not revocable for lack of consideration during the time stated or if no time is stated for a reasonable time but in no eveny may such a period of irrevocability exceed three months, but for such terms of assurances ona form supplied by the offeree must be separately signed by the offeror

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§33(3)

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The fact that one or more terms of a proposed bargain are left open or uncertain may show that a manifestation of intention is not intended to be understood as an offer or as an acceptance

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§33(2)

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The terms of a K are reasonably certain if they provide a basis for determining the existence of a breach and for giving an appropriate remedy

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§69(1)

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(1) Where an offeree fails to reply to an offer; his silence and inaction operate as acceptance in the following cases only:

(a) where an offeree takes the benefit of offered services with reasonably opportunity to reject them and reason to know that they were offered with the expectation of compensation

(b) given offeree reason to understand that assent may be manifested by silence or inaction and offeree remaining silent intends to accept offer

(c) where because of previous dealings or otherwise it is reasonable that the offeree should notify the offeror if he does not intend to accept

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2-206(1)

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(1) Unless otherwise unambiguously indicated by language or circumstances:

(a) an offer to make a K shall be construed as inviting acceptance by any manner and by any medium reasonable in the circumstances

(b) an offer to buy goods for prompt or current shipment invites acceptance by prompt promise or prompt or current shipment of conforming or non-conforming goods, but shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifes the buyer that it is only an accomodation