Find study materials for any course. Check these out:
Browse by school
Make your own
To login with Google, please enable popups
To login with Google, please enable popups
Don’t have an account?
To signup with Google, please enable popups
To signup with Google, please enable popups
Sign up withor
Under contract law UCC Article 2 controls contracts for the sale of GOODS. Goods are movable things at the time of identification to the contract. Otherwise only the common law controls.
Here the agreement was NOT (is) for the sale of goods, because...
Therefore, only the common law (UCC) determines the rights of the parties here.
Under the UCC a MERCHANT is a person who trades in or otherwise holds himself out by occupation or otherwise as knowledgeable about the goods of the contract. Further, a principal that employs an agent that is a merchant is held to be a merchant by implication.
Here the buyer is (not) a dealer in these goods because... And they are not a merchant by occupation or implication because... Further the seller is (not) a dealer in these goods because... And... Therefore...
If ONLY common law say:
Under the STATUTE OF FRAUDS certain types of contracts must be written in order to be enforced, and one type is a contract for (MARRIAGE, more than a YEAR, LAND, EXECUTOR of an estate, GUARANTEE of a debt).
If UCC say:
Under UCC 2-201, a contract for sale of goods worth $500 or more must be in writing, signed by the party against whom the contract is to be enforced, but between merchants a SALES CONFIRMATION by one listing quantity will bind
both parties if the receiving party does not object within 10 days.
Furthermore, the UCC providdes exceptions fro SPECIAL MADE GOODS, where there is an ADMISSION by the party to be bound that there had been an agreement, or where there has been PARTIAL PERFORMANCE of the contract.
Here the contract is within (is outside) the statute because...
And the need for a writing was (not) satisfied because...
Therefore, there was (not) a need for a writing in order for the agreement to be
legally enforceds as a contract, and the requirement was (not) met because...
(if statute of frauds an issue parol evidence is not an issue)
Under contract law an OFFER is a manifestation of present contractual intent communicated to the offeree such that an objective person would reasonably believe assent would form a bargain.
If ONLY common law:
At common law a communication was only deemed sufficient to constitute an offer if it specified the parties, subject matter, quantity, price, and time of performance.
The UCC deems a communication sufficient to constitute an offer if it specifies the parties and quantity. The UCC provides "GAP FILLERS" that may be used by the Court to determine any additional terms.
Here the communication was (not) an offer because...
Therefore, the communication was (not) an offer.
(Advertisements rarely an offer, catalogues never an offer...skip if it says they have an agreement)
Under the common law a UNILATERAL CONTRACT OFFER is one that unequivocally indicates acceptance can only be manifested by completion of performance by the offeree.
Here it is (not) unequivocally clear that the offeree can only accept this offer by completion of performance because...
Therefore this is (not) a unilateral contract offer.
If ONLY common law:
Under the common law MIRROR IMAGE RULE an acceptance is an unequivocal assent to an offer. (However, acceptance can be implied by silent performance)
If UCC say:
Under UCC 2-206 an acceptance of an offer not otherwise expressly conditioned may be made in any REASONABLE MANNER, including a promise to ship or shipment of either conforming or non-conforming goods. BUT a shipment of NON-CONFORMING goods as an EXPRESS ACCOMMODATION is not an acceptance.
Further, UCC 2-207 allows an acceptance containing varying terms to be effective.
Here the communication was (not) an acceptance because...
Therefore, a CONTRACT WAS FORMED on (date). (Or else communication was a REJECTION AND COUNTER-OFFER on different terms.)
(skip if it says there was an agreement or contract)
If the acceptance is expressly conditioned on the varying terms by the offeree, the response is effectively a rejection and counter-offer. Otherwise the varying terms are considered only "proposed modifications".
Here the parties are (not) both merchants because... And the acceptance cited varying terms because... Further, the varying terms did (not) materially alter the contract because...
Under common law an offer LAPSES AND CANNOT BE ACCEPTED unless it is accepted in a reasonable period of time. Oral offers are deemend to lapse at the end of the conversation, and written offers are deemed to lapse within the timeframe implied by the means of dispatch, absend contrary agreement or implication.
Here the offer was oral (by fax, telegraph, mail, etc.) so it would be deemed to have lapsed when ... Therefore the offer did (not) lapse before the offeree attempted to accept it.
Was the communication of (date) an EFFECTIVE ACCEPTANCE?
(skip if agreement/contract-only issue if acceptance conflicts with rejections)
Under the MAILBOX RULES of the common law an acceptance is effective when dispatched, if dispatched in the manner specified in the offer, or by the same or faster means the offer was transmitted where the offer does not specify a means of communication.
Here the acceptance was (not) effective upon dispatch (receipt) because it was (not) sent by the means specified in the offer (no means was specified in the offer and it was sent at the same or faster means than the offer had been sent). Th..
Under the MAILBOX RULES of contract law a rejection is effective upon receipt while an acceptance may be effective upon dispatch. An EXCEPTION is made if the OFFEROR CHANGES POSITION in reliance upon a communication of rejection, not knowing that an acceptance was dispatched prior to receipt of the rejection. In that case the rejection is effective upon receipt regardless of the fact an acceptance was also dispatched.
Here the rejection was (not) effective because...
Here the offeror (did not) change position in reliance on the rejection because...
Under the MAILBOX RULES of the contract law a revocation is effective upon receipt while an acceptance is effective upon dispatch, if sent by the required means, or if no means was specified by the same means that the offer was sent or by faster means.
For an unequivocal unilateral offer also say, as appropriate:
Under the common law a unilateral offer could be revoked at any time. But modern contract law provides SAVING DOCTRINES that prevent the offeror
from revoking a unilateral contract offer if he/she is aware the offeree has commenced the requested act for a reasonable period during which the offeree will be allowed to complete accpetance by performance.
Here the offeror was aware the offeree had commenced the requested act because...
Here the acceptance was (not) dispatched before the revocation was received because...
Here the acceptance (did not) became effective first because... Therefore...
Under contract law an I-I-F CONTRACT will be deemed to have existed, even if there is no express agreement between the parties, if one party acts to bestow benefits on the other party reasonably expecting to be compensated, and the other party knowingly accepts those benefits knowing that the other party expects to be compensated.
An IIF contract is an actual, legal contract. The party that knowingly receives the benefits is liable for a reasonable contract amount to the other party. H.B.T.
Under contract law an I-I-L CONTRACT will be deemed to have existed, even if there is no express agreement between the parties, if one party acts to bestow benefits on the other party reasonably expecting to be compensated, and prevention of unjust enrichment, unjust detriment or other public policy considerations require that the acting party be reasonably compensated.
An IIL contract is a "legal fiction" an equitable remedy requiring the acting party to be paid reasonable compensation. HBT
If an acceptance forms a contract, for common law:
Under common law an enforceable contract had to include the PARTIES, PRICE, SUBJECT MATTER, TIME OF PERFORMANCE and QUANTITY.
If an acceptance forms a contract, for UCC:
Under the UCC a contract is enforceable if the QUANTITY and PARTIES are specified. Other terms will be provided by the GAP FILLER provision of the UCC.
Here the PARTIES to the contract were..., the QUANTITY was..., the PRICE was..., SUBJECT MATTER was..., and TIME OF PERFORMANCE was...
Therefore, the contract was (not) specified enough to be enforceable.
Under contract law a MATERIAL CONDITION may be expressly agreed upon between the parties or implied by the fact that should the condition fail the non-breaching party would be denied the BENEFIT OF THE BARGAIN, the benefit expected when they entered into the agreement. The parties may agree that TIME IS OF THE ESSENCE but if they do not the Court will assess the impact tardy performance will have on the non-breaching party.
Here the parties did (not) agree that "time was of the essence". And tardy performance would (not) deny the non-breaching party the benefit of the bargain because...
Under contract law the parties may agree that SATISFACTION of the buyer is a MATERIAL CONDITION so that if buyers are not actually satisfied by the performance of the other parties they have no legal obligation to pay for services.
However, if the terms of the agreement do not expressly an dunequivocally state that the parties intended for personal satisfaction to be a material condition, the Court will generally hold that a promise of "satisfaction" was
merely a "covenant" to perform in a manner that would be satisfactory to a "reasonable person" and NOT a material condition UNLESS the service to be performed was one that is highly subject to personal tastes.
Here the parties did (not) expressly agree that "satisfaction" was a material condition. And the service to be performed was not one that is highly subject to personal tastes. (Or else, "but the service to be performed was one that is highly subject to personally tastes."
Under the PAROL EVIDENCE RULE evidence of PRIOR or CONTEMPORANEOUS agreements may not be introduced to VARY or CONTRADICT the terms of a FULLY INTEGRATED WRITING unless it is to show evidence of [DAM FOIL] Duress, Ambiguity, Mistake, Fraud, Oral condition precedent, Illegality, or Lack of consideration. The Court may determina the "completeness" of a written contract by examining the comprehensiveness of its contents.
Under the OBJECTIVE MAN RULE, there is sufficient INTENT to enter into a contract if an objective observer listening to the parties would have reasonably concluded from their communications that assent would form a bargain.
Here an objective observer would (not) have thought the party to be bound intended to form a contract because...Therefore...
Under contract law every valid contract, and any modification of a contract, must be supported by CONSIDERATION, a BARGAINED FOR exchange posing sufficient LEGAL DETRIMENT that the law will enforce the agreement.
For UCC modification say:
However, under the UCC a contract supported by legal consideration may be MODIFIED without additional consideration.
Here the promised act was (not) bargained for because...
And theere was (not) any legal detriment to the promisee because he had (did not have) a PRE-EXISTING DUTY to...
Further [party] was (not) totally denied the benefit of the bargain because...
Therefore, the contract did (not) fail for lack of consideration.
As discussed above, this contract would have to be supported by a signed writing under the STATUTE OF FRAUDS (or UCC 2-201) sufficient to show the existence and requireed terms of the contract.
Here there was (not) a sufficient writing because...Therefore...
(this second visit to the SofF is only necessary if you did not settle the issue completely at the beginningn of the essay)
Under contract law an unconscionable contract will not be enforceable because there is NO REASONABLE FINDING OF INTENT to enter into such a contract. An ADHESION CONTRACT is a "take it or leave it" contract that a party is forced to agree to, and it will often be found unenforceable.
Here the contract appears to be unconsionable because...Therefore...
Under contract law only good faith agreements are enforceable. No contract agreement induced by illegal threats is valid. Likewise, agreements induced by deliberate acts to create threats of economic harm are not enforceable.
Here the contract may be argued to be unconscionable (or the result of duress) because... Therefore...
Under contract law a contract induced through deliberate CONCEALMENT of material facts by a party with a duty to reveal the facts, or by a party deliberately concealing and/or MISREPRESENTATING material facts is unenforceable if it can be shown the party seeking to void the contract would never have agreed to the bargain but for the concealment and/or misrepresentation.
Here there was (not) fraud because...Therefore...
Under contract law a contract cannot be enforced AGAINST one who lacks capacity, EXCEPTIONS are contracts for provision of NECESSITIES of life and where the incapacitated party attains capactiy (becomes sane or an adult) and either AFFIRMS or FAILS TO REPUDIATE the contract.
Here the party seeking to avoid the contract was a MINOR (or ADJUDICATED INSANE perhaps) at the time the contract was executed because... And (But) the contract was not (was) for necessities of life because...
And (But) the party to be bound did (not) ratify the contract because...
Therefore, this contract could (not) be enforced.
Under contract law, a contract generally cannot be enforced by a party who knowingly entered into it for an illegal purpose. If the parties are equally guilty, IN PARI DELICTO, the court will generally not intervene. However, if one party is less guilty, the court has discretion to order restitution in equity.
Under contract law a material condition of every contract is that performance of contract duties must be objectively possible to perform. That means that the inability of a contract party to perform is irrelevant, as long as performance, in general, is possible. If performance becomes impossible because of events beyond the control of the parties the contract becomes void.
Under contract law, if the parties enter into a contract knowing that the failure of some condition beyond their control will deny one of the parties the benefit of the bargain, that condition is an implied material condition of the contract, the failure of which excuses both parties from the agreement.
Under PEERLESS when both parties enter into a contract because of a misunderstanding as to a material fact, there is no "meeting of the minds" and the contract is void from the beginning.
Under a minority view the contract is boidable by the mistaken party in any event if they 1) discover the mistake quickly before the other party substantially relies on the contract, 2) give prompt notice of the mistake, and 3) reimburse the other party for any expenses caused by the mistake.
Under contract law an anticipatory breach is a CLEAR STATEMENT OR INDICATION that a party WILL NOT PERFORM future contractual duties when they become due. This is a major breach as to those duties, the non-breaching party is EXCUSED from performance of all remaining contractual duties, and the future duties of the breaching party are ACCELERATED to the present.
If a party has a REASONABLE BASIS to believe the other party may not perform
future contractual duites, the party may demand REASONABLE ASSURANCES and REFUSE TO PERFORM until they are provided. Reasonable assurances generally means a financial guarantee or payment into escrow.
If reasonable assurances are properly demanded and not provided, the failure to respond constitutes an anticipatory breach.
Here there was (not) an anticipatory breach because the party said "..." and that (did not) make it clear they were not going to perform. That did (not) form a
reasonable basis for (the other party) to demand reasonable assurances because...
For COMMON LAW say:
Under contract law a BREACH is a failure to perform a contractual duty when it becomes due. A MAJOR BREACH is an act which deprives the other party of the BENEFIT OF THE BARGAIN, and it EXCUSES the non-breaching party from all further performance of contractual duties. It also ACCELERATES the future contractual duties of the breaching party to the present so the non-breaching party can seek IMMEDIATE PAYMENT OF DAMAGES.
For UCC say:
Under the PERFECT TENDER RULE of the UCC any shipment of non-conforming goods is a major breach of contract.
For UCC DIVISIBLE CONTRACT SITUATION say:
Under the UCC a breach with respect to any shipment of goods under a DIVISIBLE CONTRACT does not constitute a breach of the entire contract. A DIVISIBLE contract is one under which goods are to be delivered in spearate shipments which can each be evaluated separately under the contract.
Sign up for free and study better.
Get started today!