REGULATION5

1. Direct or indirect
2. Revocation by publication(revoke thru comparable means)
3. Effective when received
4. Limitation(option contract, merchant's firm offers under UCC Sales, Unilateral Contracts)

• Express rejection or counteroffer
• Effective when received(rejection arrives after acceptance by fax)
• Lapse of Time(within time specified or reasonable period of time)

• Only the person to whom the offer was made
• Acceptance gen. must be unequivocal(mirror image rule)
• Generally effective upon dispatch-the mailbox rule

1. Was the offer revocable?(Unless option contract or firm merchants offer)
2. Determine whether the mailbox rule applies(unless it stated that an acceptance had to be reveived to be effective)
3. Compare any effective revocation date with the effective acceptanc

1. Legal Value(need not be of monetary value, pre-existing legal duties not sufficient
2. Bargained-for-exchange(Past or moral consideration not valid)
3. Promises enforceable without consideration-

• Detrimental reliance/promissory estoppel
• Promise to pay debts barred by statute of limitations

1. Fraud
2. Fraud in the Execution & Fraud in the Inducement
3. Innocent Misrepresantion
4. Duress
5. Undue Influence
6. Mutual Mistake
7. Unilateral Mistake

1. Illegality_contract generally void
2. Minors may disaffirm contracts
3. Intoxication
4. Insanity-Incapable of underst.
5. Statute of Limitations-4-6yrs
6. Statue of frauds
7. Impossibility

1. Accord and satisfacton & substituted contract
2. Novation
3. Conditions can affect a party's duty to perform
4. Prevention of performance is a breach

1. Parol Evidence rule.For evidence to be inadmissable:

contract must have been an intergrated contract

the evidence must relate to prior or contemporaneous statements(oral or written)Evidence not seeking to vary the terms(fraud, mistake, lack of legal capacity is admissable.

1. Mate. Misrepresantation
2. Actual & justifiable reliance on the misrepresantation
3. Intent to induce plaintiff's reliance on the misrepresantion
4. Damages
5. Scienter(knowing stm. was false)

1. Marriage
2. Cannot be enforced within  Year
3. Involving interest in Land
4. Contracts by Executors
5. Sale of Goods for $500 or more
6. Contracts to act as Surety

1. Compensatory
2. Specific Performance-used with land or unique items
3. Liquidated Damages(forfeiture of a down pmt)
4. Punitive Damages(Fraud only)
5. Rescissopm or Cancellation

1. Rescission of cancellation-restores the parties to their former position-Doctrine of substantial performance
2. Quasi-contract damages-

1. Express warranty-be a part of the basis of the bargain-
2. Implied warranty of title-gd. title, no encumbrances, no infring.
3. Implied warranty of merchandability-
4. Implied warranty of fitness for a particular use

1. Express warranty-very difficult to disclaim
2. Implied warranty of title-cannot be disclaimed by  general 'as is' or 'with all faults'-
3. Implied warrant of merchandability-can be disclaimed with 'as is'or 'with all faults'

• by affirmation of face,promise,description,model or sample
• Made by any seller
• Cannot disclaim

• By sale of goods
• Any seller
• Disclaimed by specific language or circumstances showing seller does not claim title

• By sale of goods of the kind regularly shold by the merchant
• Used by merchant only
• Can disclaim by disclaimer mentioning'merchantability'(if written disclaimer it must be conspicuos)

1. By sale of goods where seller has reason to know of particular purpose & of buyer's reliance on seller to choose suitable goods
2. Any seller
3. Disclaim by conspicuous wirtten disclaimer

1. Seller owed duty of care
2. Seller breached the duty by failing to use due care(selling unsafe goods)
3. Damages
4. Causation-damages were caused by the seller's negligence

1. The product was defective when it left seller's hands
2. Defect caused the injury
3. Defect made the product unreasonably dangerous
4. Seller was in the bus. of selling this type of goods
5. Prod reach user w'out substantial change in cond.