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Ed retailer regularly buys from Sam wholesaler

prior dealings / lost volume seller

Ed sends a purchase order form to Sam.

Offer?

An offer is a manifestation of a willingness to enter into a bargain so made as to Justify

another person in understanding that his assent will conclude the bargain.

Ed sent a purchase order form. The terms were clear, definite and explicit. Except for

the delivery date which was negotiated nothing else was left open for open negotiation.

KP 2,000 / payment on delivery.

The payment on delivery appears to be a standard practice which they might have

engaged in before. Acceptance has to be by a reasonable method. What counts as a

of

reasonable method depends on the context.

Ed calls Sam / agreement to delivery date December 14

Parol Evidence issue?

Sam Ok / acceptance in couple of days

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What this an acceptance?

What counts as a reasonable method depends on the context.

It is reasonable to conclude that their prior dealings permitted such an oral method of

acceptance.

One day later sends acknowledgment

"2,000 accepted delivery date December 10. [changed] / mistake date memory.

2-207 issue?

Was this a Unilateral mistake issue?

Appears as if it is. However, unilateral mistakes if brought to the attention of the other

party in a reasonable time and if other party does not rely then in terms of justice a court

will usually not enforce contract and permit a quasi reformation.

Here that does not occur. Thus, mistake might be enforceable.

Complete integration? / Merger clause? / party intent? / Scope - normal inclusion test / If

not complete integration consistent?

Master K and Exchange of Forms / Oral and Written out! when signing decided

not to set delivery dates by oral. / only as proposals for delivery proposals 2-207 issue?

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What this a complete integration?

Was this a merger clause?

What was the party intent? As party intent is relevant to validity of merger clause.

If this was a merger clause and, thus a complete integration then will the normal

inclusion test apply in regard to interpretation concerning scope?

Parol Evidence Rille: The side agreement is enforceable if it is consistent with the written

agreement, unless the written agreement is a complete integration and the side agreement

r I

is in its scope. Whether a writing is a complete integration depends on party intent. The

merger exists."3S a rebuttable presumption depending on party intent. A completely

binding agreement discharges prior agreements to the extent they are within its scope.

Normal inclusion test: If the parties would normally have written the prior agreement

into the later agreement then presumption that prior agreement within scope of later

agreement. Policy: courts like to enforce written agreements because it protects the

validity of the written document.

As Sam and Ed specifically discussed this issue. It is reasonable to conclude that they

intended to incorporate this into their agreement. The merger clause will most likely be

enforceable. Thus, the oral agreement will not be admitted, i.e., complete integration.

merger clause party intent to incorporate [ delivery dates should have been included in

document].
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Is there a 2-207 issue? Oral agreements will be regarded as proposals?

Under 2-207: They are both merchants. There is an expression of acceptance. Thus. the

terms of the acceptance become the terms of the contract unless the terms of the

acceptance materially alter the terms of the contract. Does the mistake alter materially

alter the contract? If it does then parties must expressly consent to the change.

Thus, under a 2-207 analysis. One might argue that the mistake materially altered the

contract. However, still the their oral negotiations were to establish the date and thett

they were supposed to be included in the complete integrated agreement. This is a

reasonable interpretation. The delivery dates would be discussed orally but most likely

included in the written agreement.

.
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Sam does not deliver to Ed on December 10

Is this a Breach?

The parties agreed to December the 14. The agreement read December the 10. Thus,

according to the contract delivery should have made on the 10. However, can parol

evidence be introduced to contradict this mistake. No. The agreement is a complete

integration and the normal inclusion bars evidence which falls within the scope of the

later agreement. It is reasonable that the delivery dates would have been included within

the final written agreement. This, also evidence of prior dealing and usage of trade most
likely will not be relevant.

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Ed on the K Suit?

Reliance / Expectation Mitigation if foreseeable and prove with reasonable certainty? /

Ed Proof would have saved 30,000. /

If not Reliance not enough maybe low expectation mitigation estimate of damages? 5,000

spent already

Sam Delivers on December 14

Cure Issue 2-508 / Reasonable Time

Ed Refuses\

Is this a reasonable JieSponse? 2-508

If there is a minor breach which is curable by the seller, the [installment] must be

accepted and thebuyet cannot cancel the contract. Thus, can one remotely bring this

within the these parameters? Maybe. This is undoubtedly a minor breach. Although it

regards time for performance. Sam should be able to cure by contacting Ed and

informing him that he will deliver on the December 14. [would be entitled to 2-609

written confirmation.]

Sam proceeds to perform. Sam adheres to the oral agreement. However, this is not

reasonable. The agreement is a complete integration and the agreement most likely

would have been placed within the scope. Thus, unenforceable.

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Sam Mitigates:

Reasonable Resale? For $3,000 I Sold for more thus nothing under 2-706 but Volume

seller? Would 2-708 1 put in as good a position? Nothing. However, go to 2-708(2)

Volume Seller and get Profit + Reasonable Overhead +ID 2 710(2)

Ed Covers.

Reasonable Cover?

CP-KP + ID +CD -ES

2,000::-2,000&1:0'. -.

Isthisxeasottable Cover? Sam covers for an amount which is equal. Thus, under 2-712

analysis he will nothing unless less he can claim ID and CD - ES. However, Sam is a

retailer and he maybe he could argue lost sales? Thus, he would have to prove those lost

sales with reasonable certainty and within the foreseeability parameters. New business

rule permits this.

Ed refusal of delivery is another point. If Sam is permitted to cure, then he would have

covered in a reasonable amount of time. The coverl mitigation might not be reasonable.

However, if it is reasonable. Then he refusal will most likely not be construed as a

breach.

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Second Call / Second K?

20911 / 1

Ed : electronic ordering system / split the cost? Sam OK

offer?

Is this an Offer and acceptance? Yes.

An offer is a manifestation of a willingness to enter into a bargain so made as to justify

!I

another person in understanding that his assent will conclude the bargain.

An acceptance may be made by any manner which is reasonable under the circumstances.

Yes oral acceptance.

Parol Evidence Issue? Oral Agreement. Agreements over 500 must be in writing.

Sam Calls off the deal?

Is this a Breach?

Yes.

Thus.

Sam breached and Calls off Electronic System K. [Sam alleges no K? Objective

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interpretation ?)

'.

Is this another Breach? / [Emotional reaction recover maybe?

Yes. Sam reacting to Ed's cancels the contract. Thus, Sam can only sue off the K for

restitution damages/ unjust enrichment argument. Ed can sue on the contract fo_ maybe

expectation! mitigation damages / reliance / specific performance.

Specific Performance: Is this a unique good? Will monetary damages remedy the loss.

Yes.

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Reliance Damages: The reliance measure will usually be awarded if the expectation

mitigation measure is inadequate. Can Ed prove damages will reasonable certainty? Are

the damages reasonably foreseeable? On whom should the burden fall?

Ed can prove damages with reasonable certainty. The system would have saved him

30,000 dollars. Further, he can also prove reliance damages.

ExpectationlMitigation Measure: Where would party have been if contract had been

performed? Where is the party as a result breach? [party must mitigate] Further, how

much in damages must be awarded to bring the party from the party as is mitigation

position to the position one would have been in if the contact had been performed? The

only evidence we have is that it would have saved 30,000. Unless one uses the liberal

view in regard to proof of reasonable profits-new rule. I believe the on the reasonable

certainty test the Expectation mitigation measure fails. Thus, I would argue for using

reliance damages to get to the low estimate of the expectation mitigation measure. Thus,

maybe Ed can possibly recover the lost savings and the reliance damages. This might be

reasonable.

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