Attack Outline UCC or Restatement: Type of Contract Unilateral Bilateral Not Contract Promissory Estoppel Moral Obligation/Restitution Type

of agreement Express Implied in fact Implied in Law (Quasi) Restatement View Use Objective Theory - 19, Hawkins, Zehmer Look at actions, determine if jest (Zehmer) Offer 17 22 - Mode of Assent Offer Defined 24 Ability to offer? 18 Communicated Lefowiz fur coat v. Nebraska See Mutual Assent - intention to be legally bound 21 Mutually of obligation Indicate desire to enter contract 26, Hawkis v Mcgee Directed at person or group 29 Advertisement, rewards, ec. Zehmer, Pepsico Invite Accepatnce Reasonable understanding that assent = contract wihtout further confirmation Vs. Offer to bid in Nebraska Seed Reasonably certain terms 33 , performance can remove uncertainy. Reliance may make contractual remedy 34 Was offer terminated? - in General 36 Reasonable time pass 41 Rejection or counter offer 38 Revocation - Indirect - 43, direct 42 Death or incapacity - 48 Non occurrence of condition Counter offer - 39 Option Contract- Defined 25 - 45 (Created by part performance), 37(Termination of Power of Acceptance) (Cannot obtain preparations unless reliance in 87) Deposit? Does not matter - 44 Acceptance general - 50; can accept any time until revoked 35 32 - when in doubt, can accept by promising to perform or performing

What acceptance stipulated in contract? Mirror image rule - 59 Was Person the directed offer? 52 Part performance before knowledge? can accept by completing 51 Was performance invited? 30 form of acceptance invited Performance - if invited, no need to notify unless requested 54 53 - Can revoke before performance if performance only invited form Performance is not acceptance if offer notifies offeror of nonacceptance Pepsico, Petterson, Carbolic Does offer have reason to know offeror has no means of learning of performance, duty of offereror discharged unless reasonable notify by offer, offeror learns of performance, or offer indicates notification not necessary Conditional terms - rejection; non conditional additional terms=ok Ardente, 61 Customary/reasble acptnce 65, mailbox 63; improper but still received - 67 Notify or reasonably try - 56 unless performance whole or part By silence, 69 Comment b - 62 - if only accep tby performance, part performance=option contract, cannot revoke OPtion to inform or perform, if perform must continue 62 Preparationt operform 87 or 90 Terms coming later? Can: Terms not included @ acceptance are not in contract Reasonable Person should know terms, duty to read Acceptance occurs when receive terms, acceptance by silence Ignores acceptance theory and focuses on terms Consideration If no consideration, amy use restitution, PE or moral obligation Bargained for in exchange? 71comment b - objective, no false recital of consid Forebearance Creation modification or destruction of legal relation Act other than promise Performance bargained for=consid. 72 Did one party perform? Stronger enforcement comment b Unless perform legal duty unless diff. more than pretense from duty 73 Unless forbearance of claim /preexisting condition 74 Incidental benefit Substitute - Bankrupcty 83, Past consideration 86, option 87, modification 89, PE 90, voidable 85, nonperformance of condition 84, SoL 82 Motive irrelevant - 81, Hamer v Sidway Promise is consid if promised performance would be consid 75

Illusory or Alternat promise? =not bindg 77 If condition, did promisor know woud not occur? Is alt. perform in 77 unless occurrence eof condition is also promised 76 Alt perform.? not consideration unless each alt is performance or sub. prob of the promise being consideration regardless of others 77 Voidable or enforce promises by law may still be consideration 78 If consid, not additional gain, detriment, equivalence of exchange, or mutuality of obligation - 79 Charity not binding unless PE/reliance. Otterbein SHam and recital don't count - 71 Can imply consideration - Wood v. Lucy Condition of gift is not usually consideration, PE is better MOral consideration 86, Mills, Wyman, Webb Option contract? 87 need consid for offer Modication? Coerced - 89, Asalka packers IF fair bc of unanticipated circumstances? ro Statute or Justice requires Unfairness 364 Promissory Estoppel 90 applies to Promse made during negotiation (parol evidence) Fairness demands PE Noncompliance with legal formation Promise? Reasoable expecation fo reliance (objective test) Promise induced justified relaince Enforcement necessary to prevent injustice Remedy may be limited as justice req 139 - PRmoise as consideration enforce promise Breach?(Goodman Relationship of trust? Hoffman Charitable pledges/marriage settlements need no forbearance. Berger at will employment Performance/Breach RS Good faith - 205, negotiation, performance, etc. Goldberg - good faith in every contract, Wood v Duff Antipactory repudiation - 253 leads to total breach, discharges remaining duty 250 - defined as indication of breach through statement or voluntary affirmative act 251 - failure to give assurance demanded, If insolvent until receive ass 252 Voluntary, Serious, timely; can retract unless reliance Can treat as breach or delay Breach - 235 - if Perform due and nonperform, breach; perform=discharge duty May not be due bc of condition not occurred 225 Partial v. Total damages = respective rights to performance236

 If can cure material failure, duty not discharged 237 If simulatanoues, not reasonable delay =breach 238 If non occur of condition and did not assume risk, not due 239 Ask did assume risk of noncondition??? Total v material v partial breach Mateiral breach: 241 Extent of deprived of benefit? Extent of adequate compensation Extent party breaching will suffer forfeiture Likelihood of cure of default Extent of conforming to good faith nd fair dealing Substantial perforamnce - Jacobs v Young, Groves, Peevyhouse 348 - substantial perform unfair forfetiture Condiitions - rxpress, implied, construvie, precedent, subsequent 84 not boning if material part of promise assumed the risk Can be reinstate if timely, not unfair, not binding Waiver, if performed, usually Condition waived (Clark), Kingston INterpretation - ascertainment of its meaning 200 Whose meaning? 201 If parties attach same meaning = that meaning IF different meanings, use meaning of party 1 if party 1 did not know party 2 had diff meaning and party 2 know party 1's meaning Or party 1 had no reason to know and party 2 had reason Otherwise, not bound Parole evidence - Integrated Agreement Evidence to contrary - 209, COmplete 210 INconsistemt with prior agreement? 213 COmpete, prior/= contract 213 (2) Merger clause - may be strong cause Can look at faired or duress always 214 Look at 216 additional term Four Corners - Libbey v Brown in middle v Expressive - PAcific, Trident Trident - Pacific erodes contracts Ambiguity - meaning 201 202 rules for interpretation 203 - Express>Coures of performance>course of dealing?trade stadanrd. Specific>Stadarnd, Added>standard 204 Reasonable gap filling, 34 Certainty, Choice of terms Vauge - Frigaliment. Stepsver and sunp rting are UCC 211 - standardized Agreements. IMplied in Law v. IMplied in fact Ambiguity - Raffles