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UCC-Goods-CISG-Sales but not: by auction, II. Do additional terms become part of K? i. UCC-good faith-every K must have GF-reasonable comm.

securities, ships or electiricty i. If 1+ are not merchants-not part of K-merely stnds. of fair dealing in the trade (can’t contract around GF)
I. Is there a K? proposals to modify ii.R2d-All K must follow GF(can contrct around GF)
1. Consideration ii. If w/ merchants-become part of K-unless iii. bad faith-“foregone opportunities”
a. Bargain 1. offer has express language limit accept. to terms 3. Warranties-UCC
R2d- 1. Performance sought for a promise of offer a. Express-“basis of bargain”
Performance = act, forebearance, changing legal 2. If offeror expressly objects to add. terms b. implied warranty of merchantability-merch. implies goods are
relation (anytime) good quality and fit for ord. purpose for use (pass w/out
2. Promissory Estoppel 3. Does it materially alter terms? objection in the trade)
a. promise “material”-(surprise, hardship test) c. implied warranty of fitness for partic. purpose-buyer relies
b. reasonable reliance III. Different terms part of K? on sellers skill or judgment and seller knows of reliance
c. actual reliance i. Generally no-Knock out rule-gap fillers i. breach-not good for buyer’s purpose
d. Injustice avoided by enforcing promise IV. Conduct recognizes K, but writing doesn’t d. Exclusion of warranties
e. remedy to match i. Conduct can establish K i. IWM-disclaimer must mention merch., if writing, must be
3. Unjust Enrichment  Quasi contract ii. Terms conspicuous
a. benefit? 1. Terms doc agrees to ii. IWFPP-must be in writing, conspic.
b. unofficiously w/ intent $ 2. Gap fillers (warranties, trade usage) iii. Exceptions-“as is,” examination, trade usage, course of:
c. Necessary to prevent harm I. Mailbox Rule dealing, perf.
d. No reason to know other would not consent i. accept. by mail creates K at moment of dispatch Defenses
e. Impossible to give consent unless I. Minority-
4. Promissory restitution a. offer stipulates eff. when received; or i. Minor can void
a. past consideration b. option contract w/ consideration ii. Can’t void necessaries
benefit ii. offeree can accept if sends accept. before iii. Can’t void if tortuous conduct
recognize benefit receiving revocation iv. Must void upon age 18, if not, affirms K
recovery to prevent injustice I. SOF (R2d) II. Mental Incapacity
b. moral consideration i. Elements i. Make restoration to other unless special circum.
debts barred by SoL 1. Not in 1 year ii. Not voidable if party didn’t know or shouldn’t have known of
infants 2. Sale of an interest in land (leases) MI, and K is fair
bankruptcy 3. Sale of goods, $500+ iii. Cognitive-unable to understand to K, volitional-unable to act
part payment ii. Must be in writing according to K
5. Nominal Consideration-not enforceable 1. identifies subject matter of K III. Duress
Donative Gifts-usually not enforceable- unless 2. States w/ reason. cert. terms i. Economic-improper threat and no reason. alternative
relied upon 3. 1+ writing must relate same trans. (only 1 writing a. threat is improper if: crime, tort, bad faith litigation, not fair,
II. What type of K needs sig.) harm X and not benefit Y, illegitimate power use
1. Unilateral- 4. Signed by party to be charged ii. voidable, not void
a. promise-in exchange for action/not promise iii. Exceptions IV. Undue Influence
b. revocation-before performance 1. reason. expec. of reliance, injustice if not i. excessive pressure
c. performance enforced-“injustice”-other remedies, substantial, a. unusual time, place, demand that bus. be finished at once,
i. substantial performance-irrevocable reason., or foreseeable reliance delay, multiple persuaders, no 3d party advisors, stmt there is
2. Bilateral-mutuality of obligations II. SOF (UCC) not time to consult 3d party
a. R2d- i. Elements ii. undue susceptibility
i. offer 1. Goods $500+ a. does not have to be MI, may be lack of “full vigor”
1. willingness to be bound 2. Req. writing indicate the sale iii. fiduciary relationship
2. addressed to a specific person 3. Quantity must be stated V. Fraud/Misrepresentation
3. terms stated w/ reasonable certainty ii. Exceptions i. Fraud –intent to induce assent + maker or misrep. knows that
4. communication 1. Merchant confirmation rep. is not factual
ii. acceptance 2. Spec. manufac. goods ii. Material-likely to induce RPP to assent
1. doing of act 3. Admission iii. Justifiable reliance
2. giving promise 4. Part performance VI. Nondisclosure Duty to disclose
3. in accordance with the offer I. Interpretation Hierarchy i. material fact, and
4. Silence not acceptance unless 1. plain meaning ii. disclosure nec. to prevent prev. rep. from being misrep.
a. offeree does not object 2. course of performance iii. other party is entitled to know b/c of fiduciary relationship
b. subjective intent to accept 3. course of dealing VII. Unconscionability
c. previous dealings signify accept. unless notify 4. trade usage i. Absence of meaningful choice
otherwise I. Adhesion K’s-courts usually hold the adhesion ii. Contract terms unreason. favor other party
5. effective when received contract unenforceable iii. Question of law(not for jury)
6. must accept. w/in reason. amt time i. Elements iv. Must occur at time of contract-event after can’t result in
7. mirror image-if not  c.o. 1. Standard Form unconscionability
iii. counteroffer 2. Inequality in bargaining power VIII. Public Policy
iv. revocation 3. Take it or leave it i. Covenant not to compete if broader than necessary to protect
1. revocable unless option contract w/ ii. Doctrine of reason. expectations employer interests, undue hardship, public would be injured
consideration 1. Party entering K of Adhesion for X purpose can’t ii. Balance interest in judgment-parties expectations, forfeiture
2. Effective when have X purpose negated by K (legalease) iii. Against public policy interest against enforcement-strength
a. offeror takes definitive contrary action I. Parol Evidence of policy, seriousness of misconduct
b. offeree receives reliable notice of action i. Approach IX. Mistake
v. not revocable if detrimental reliance a. Level of integration 1. Mutual mistake-shared mistake of basic assump. Of facts,
I. UCC 2-207- b. Use PE to contradict, supp, or explain depending adverse party can rescind unless bore risk of mistake
i. offer on integration 2. Unlateral-nonmistaken party knew or should have known,
a. exchange of writing-manifestation of 1. Not integrated-any PE mistaken party can rescind
willingness to bargain so 3rd party understands it? 2. Partial-PE to supp. and explain
b. oral agree. ok w/written confirmation-terms 3. Complete-explain (if ambiguity)
become K reflect oral agree. c. Any exceptions
c. communication 1. explain a term
ii. acceptance 2. supp a partial integrated agreement
a. must be definite and seasonable- “seasonable”- 3. illegality, fraud, duress, mistake, no consid.
w/in stated or reason. amt of time (90 days)-UCC 4. K written incorrectly
“Firm Offer” 5. Post hoc agreement
iii. counteroffer 6. Oral condition precedent
a. if rejection-c.o. is just a new offer that must I. Supplementing the Agreement
be accepted 1. UCC-reasonable notification to terminate
b. if clear or express language making agreem. unless parties agree otherwise
conditional accept.-then ask, II (below) 2. Good faith (subjective)