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15 Cards in this Set
- Front
- Back
Two types of K formation
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Based on words (oral/written)
Implied from conduct |
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Quasi-K
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Equitable remedy.
If K law produces a result that is obviously unfair or inequitable, apply quasi-K. Examples: Unjust enrichment. Measure of recovery is FMV conferred on D - not cost to p. Recovery capped by K price. |
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Bilaterial K
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Results from an offer open as to the method of acceptance.
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Unilateral K
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Results from offer that expressly requires (completion of) performance as
only possible method of acceptance. A bilateral K may be accepted by performance, but also other methods. Only applies to two circumstances: Public offers (rewards, prizes, contests); or when offer expressly requires performance for acceptance. Start of performance of unilateral K makes offer irrevocable for reasonable time to complete performance. Mere preparation not enough, unless foreseeable detrimental reliance. |
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Applicable law
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Common Law
UCC A2: Sale of goods. Goods: Tangible personal property. |
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When does UCC apply to
mixed goods/services K? |
UCC won’t apply to just the goods part of the transaction (all or nothing).
UCC will apply if the "more important part" of the sale is goods. Exception: If K separates prices for goods/services, then UCC applies to goods, but not services. |
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Requirements for K formation
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Offer
Acceptance Consideration |
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Offer
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Manifestation of intent to K. Test is whether a reasonable person in the position of offeree would believe that his assent creates a K.
Offeror’s intent is not important – what is important is how offeror’s actions would be reasonably interpreted by offeree. |
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Terms that must be contained in the offer
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Offer doesn’t have to contain all material terms. C/L required price, and lack of price = no offer. UCC will imply reasonable price term and find an offer, and price is due at delivery. Implied performance term is reasonable
time at seller’s place. Essential terms must be definite and certain. When material term is specified, but it is vague or ambiguous ("fair" or "reasonable"), C/L and UCC says no offer exists. K for sale of goods must have reasonably certain quantity term (requirements/output ok). |
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Requirements/Output K
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K specifies party will purchase ALL (not part) of its requirements is
sufficiently specific commitment and is valid. Buyer can increase requirements so long as increase is not unreasonably disproportionate in comparison to prior requirements. "All the widgets I want" or "all you want to sell me" is illusory. |
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Advertisements
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Are not offers. They are invitations to offer.
Exception: If advertisement if it is specific as to quantity (how many items available) and indicates who can accept. Example: "First come, first served." |
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How can an offer be
terminated? |
Lapse of time
Express revocation Rejection by offeree Death of party |
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Termination of offer: Lapse of
time |
Offer only available for reasonable time.
Examine gap in time between when offer received and when accepted. |
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Termination of offer:
Revocation of offer. |
* Unambiguous statement by offeror to offeree of unwillingness or inability
to K; or * Unambiguous conduct by offeror indicating unwillingness or inability to K; that offeree is aware of. Important: Offeree must be aware of an unambiguous revocation (sale of subject matter to TP; but not merely an offer to TP). If public offer, revocation must be by same or comparable publication. |
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Termination of offer: Timing of revocation
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Revocation effective when received.
Offer cannot be revoked after it has been accepted |