Last Modified: 2014-07-21
- Lapse (time stated or reasonable time, i.e. >30 days)
- Death prior to acceptance (unless irrevocable offer)
- Revocation (unambigious STMT TO OFFEREE of unwillingness to K, or unambiguous CONDUCT indicating same which OFFEREE KNOWS OF)
- A clause prohibiting assignment of "the K" will be construed as barring only DELEGATION OF THE ASSIGNOR'S DUTIES.
- Prohibition of assignment of "contractual rights" does not bar assignment, but gives OBLIGOR RIGHT TO SUE FOR DMGS.
- Provision that attempts to assign are void BARS ASSIGNMENT.
- DEATH/BANKRUPTCY of assignor;
- NOTICE of revocation by assignor to assignee OR obligor;
- assignor taking performance directly from the obligor; or
- subsequent assignment of the same right by assignor to another.
- "Firm offer": (i) offer to sell goods; (ii) signed, written promise to keep offer open; and (iii) party is a merchant (i.e. person in business). *N.b. valid for 3 months max
- Reliance: (i) reasn. foreseeable; (ii) detrimental
- Start of performance of unilateral K: offer irrevocable for a reasn time to complete perf
- Mailbox rule: acceptance effective when mailed.
- Communications other than acceptance effective upon receipt.
- If a rejection is mailed before an acceptance, neither effective until rec'd.
- Can't use mailbox rule to meet an option deadline.
- Agreement - K terms control
- Breach - breaching party L even if breach unrelated to the problem
- CC Delivery: B bears risk of loss once S completes delivery obligations
- Catch-all: If MERCHANT S, B bears upon B's RECEIPT; if nonmerch S, B bears upon S's TENDER
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