ONE SHEET- CONTRACTS

APPROACH
GENERALLY
TYPES OF CONTRACTS, OFFER ACCEPTANCE TERMINATION
1. CL or UCC?
Types- bi, uni, in-law/quasi (golf pro) in-fact (plumber)
2. SOF? If yes, satisfied? If no,
Valid K- needs offer, acceptance, consid and legal purpose
alternatives?
Offer- outw manif, transfer power accept multi offeree – commer. Ad, auctions,(offer unless w/o reserve) rewards – revocation
of multiples, functional equiv rule
4 ways to terminate-revoke, counteroffer, lapse, incapacity or death offer can be revived by offeror
Option K- needs consid. Firm offer UCC- signed, good faith only, expressly states hold open
Uni- offeror bound upon completion of perf, promise never bound. Revocable only before perf begins
Accept- mirror offer, be communicated accept by silence gen rule no, silence ok when offeree talks benefit, and had opp to
reject, offeree has reason to believe ok, past perf, Mbox- accept by mail, accept upon dispatch. UCC accept rejects mirror TO PAROL EVIDENCE
image. Seller can accept buyer offer by-promise to ship, shipping conforming goods, shipping non-conforming goods (will ISSUE:
not create K if seller ships “as accommodation”. Additional terms- w/consumer- proposals,w/merchant-are part of K unless, 1. what is purpose for which
express terms limit additions, materially alter, recipient obj.,material- any term that would result in surprise or hardship, incl evidence is being introduced?
disclaim warranties, reduce complaint time, change terms from past dealings diff terms- knockout rule written confirm- 2. does the evidence relate to
w/comsumer- add and diff are proposals, w/merchant- add terms are included unless materially alter, or recipient obl. Diff a term of a contract that is
terms are proposals conflicting terms knockout integrated?
CONSIDERATION AND PROMISSORY ESTOPPEL 3. determine level of
Am. Rule- K unenf unless w/consider (bargained for exchange, beneficial or detrimental) legal detriment test (doing something integration.
he needn’t, or forgoing something he has right to) in determining if there is consideration, cts do not look at fairness of
exchange (that is defense of unconscionablility) illusory promises (performance at discretion of promise) and gratuitous not
enforceable condition on grat promise not consid Executed gift enforceable(req intent to transfer and actual or symb
transfer) false recital no good past or moral consid no good (minority, material benefit rule) PROM ESTOPPEL-substitute
for consid. 1)promise 2)forseeable reliance 3)actual reliance, induced by promise 4) injustice if not enforced
STATUTE OF FRAUDS-gen rule, K can be oral or written- SOF is an exception. Writing, signed by the person against whom
enforcement is sought. MYLEGS. 1 YR- from date of formation, outside statute if at all possible to complete in a year, even if
not likely. Lifetime or permanent outside scope of statute LAND-leases are included guaranty- needs writing unless main
purpose exception (his economic interest is MAIN PURPOSE for guaranty) Also, writing req to enforce past debt beyond
SOL. Can be memorandum, (identity parties, nature and subject matter, essential terms) or several tacked. As long as one
page signed, and incorporates by reference the others. Some can be satisfied w/o writing LAND- only in action by buyer,
payment all or in part, taking possession, subst improve to land. I YEAR K- full perf on oral K will make enforceable (part perf
may recover through quantum meruit-reasonable value of services conferred) UCC writing satisfied- 1) writing(signed, and
sufficient to indicate a K was made 2)Merchant confirmation (sufficient against sender, “confirming K” , sent in reasonable time,
and recipient has reason to know of contents) SATISFIES WRITING REQ UNLESS RECIPIENT OBJ IN 10 DAYS 3)In court
admission 4) Part perf- with respect to only the goods delivered and paid for (divisible- enforce part, indivisible, enforce entire
K)
GAP FILLERS, INTERPRETATION AND THE PAROL EVIDENCE RULE-
IMPLIED WARRANTIES-UCC TITLE-seller warrants good title, excluded by specific lang, or clear circumstance
MERCHANTABILITY- seller warrants good for the ordinary purpose- excluded oral or writing, if in writing must be conspicuous
FITNESS FOR PART PURPOSE- fit for buyers part purpose, buyer must rely on sellers skill or expertise, seller must be aware
of particular purpose, excluded by conspicuous writing EXPRESS WARRANTIES- description, samples or models, MISSING
TERMS IN K- price- reasonable, time, reasonable, place of delivery- default is seller place of business. CTS WILL NOT FILL
IN QUANTITY TERM OUTPUT AND REQU K- quantity must be determined in good faith.
CONTRACT PROVISIONS-ambiguity construed against drafter, and unambiguity construed against if conflict with other party’s
reasonable expectations. Ambiguous terms can be filled in by trade usage, course of dealing and course of performance.
NOT ADMISSIBLE TO CONTRADICT EXPRESS TERMS, EXCEPT PERF, TO SHOW A WAIVER
PAROL EVIDENCE RULE-governs the admissibility of oral and written negotiations, and communications that took place prior
to or contemporaneously with the written contract. INTEGRATION- FULL- meant to be final, but does not mean that the parties MNEUMONICS
specifically excluded any provision not in it. Total Int. Test: CL=4-corners, UCC=”certainly included.” COMPLETE- complete - multiple offerees- CAR-
and exhaustive of ALL terms, and ONLY TERMS IN THE K ARE CONSIDERED. Parol evidence can be used for: Comm ad, auction, reward
Determining level of integration, explaining or interpreting terms, supplementing terms if only FULLY integrated, (UCC-trade offers
usage, course of dealing and performance can supplement).CANNOT BE USED TO CONTRADICT, unless K NOT integrated.
RULE NOT APPLY TO:- subsequent agreements, collateral agreements, attacks on validity( fraud, duress, lack of consider. SOF categories MYLEGS-
Failure of cond. Precedent, reformation marriage, year, land,
PERFORMANCE , MODIFICATION AND EXCUSE executor, guaranty/surety,
seller obligations- noncarrier- tender delivery carrier cases- shipment K- to the carrier,(risk of loss transfers here) Destination sale good > $500
K- to the buyer designated destination (risk of loss transfers here) buyer obligations-tender payment. Has right to inspect prior
to pymnt, unless specified otherwise. Payment prior to inspection does not impair buyers right to inspect, or to any remedies.
Parol ev rule not apply-
If seller breaches, risk remains with him, if buyer breaches, before risk of loss passes, seller can treat as if it has for reasonable
SCARF-Subsequent agr,
time. MODIFICATION-common law- pre-existing duty rule. Needs additional consideration. Can mutually modify if new duty
Collateral, Attacks on validity(
and consideration, or if unforseen circumstances arise that make perf subst. more burdensome.
fraud etc) Reformation,
Under UCC- no new consideration req, just good faith.
Failure of Cond Precedent
CAN BE EITHER ORAL OR WRITTEN, unless bring K under SOF, or if K prohibits oral modifications. (can still be enforceable
under reliance theory)
EXCUSE-MISTAKE-UNI- usually no excuse unless clerical error, or other party had reason to know. MUTUAL-voidable IF1)
fact is essential to K 2) both parties mistaken 3) disadvantaged party did not bear the risk of mistake
IMPOSSIBILITY- objectively imp, and occurrence unforeseen at formation (death, destruction, newly illegal)
IMPRACTIC.-1)unforeseen , 2) risk not assumed or allotted to either party, 3)increased cost beyond what anticipated.
FRUST. OF PURP-1)principal purpose frustrated, 2)substantial, 3) non-occurrence of event was basic assumption
(king not getting sick was a basic assumption)If risk was alloted in K, this is not available.
RESCISSION-parties agree to release each other, can be oral unless land involved. ACCORD AND SATISFACTION- ACCORD-
agreement to accept lesser performance ti satisfy duty SATISFACTION- performance on the accord. If obligee breaches accord,
original duty is back on. REQ CONSIDERATION, but sufficient if substitute perf differs from original
ANTICIP REPUDIATION-prior to performance, party announces or acts his intention not to perform. Other party can ask for
assurance of perf. –CL ok to be oral, UCC- must be in writing. Requesting party may suspend perf until satisfied. Failure to resp is
repudiation. Aggeived can cancel, bring action for damages or spec perf., if chooses to ignore repud. cannot act to increase
damages. Can retract up until other party sues, acknowledges their breach, or acts in reliance of repudiation.
CONDITIONS-PROMISSORY- perf condition upon promise of perf one of parties(if I get a loan) PURE CONDITION- based on
condition outside parties control( if weather is good).
Order of perf-express terms will control. Common law default- if one promise takes more time to do, it is condition of other
UCC-both concurrent
COMMON LAW -Express conditions- failure will generally d/c other party’s obligation, unless there was a waiver of cond.,
benefitting party acted in bad faith, or cond results in great loss,( cts may excuse perf on condition) Prevention doctrine
Implied conditions- classified as material or substantial perf. If material, cts will allow d/c of obligation, If substantial perf, aggrieved
NOT d/c ,but may sue for damages.
UCC rules re failure of conditions: PERFECT TENDER RULE- all terms express. Any breach d/c buyer obligation, He can, 1)
reject(do so in reas, time, and notify seller), 2) accept (can still sue for damages based on nonconformity) 3)reject in art, accept in
part.
Seller’s ability to cure- if before the stated time of delivery, has absolute right to cure, if give notice of intent to cure, and does so
before deadline in K. IF AFTER DEADLINE, but had reason to believe the non-conforming goods would be acceptable, must notify
buyer of intent to cure, and do some in reasonable time.
RULES FOR INTALLMENT K-if non-conforming effects whole K, breaches whole, if effects only an installment, buyer can reject
just that installment, AND if installment is not substantially impaired and seller notified will cure, buyer MUST accept installment.
Req’d to pay apportioned costs at each installment if pmt term is missing.
DEFENSES- INCAPACITY- capacity-minor, avoidance, ratification, not liable except necessaries, mental cognitive (unable to
understand nature and conseq,) volitional ( person unable to act in reas manner, other person has reason to know.) voidable, liable
for damages MISREP- fraudulent, (inconsistent assertion, scienter and intent, material, reasonable reliance) avoidance or MNEUMONICS
rescission, intentional tort so punitives non fraudulent- negli or innocent inconsistent assertion, material, reasonable reliance)
avoidance or rescission fraudulent nondiscl -reasonable reliance) avoidance or rescission DURESS threat, wrongful, leaves no DEFENSES- MUDI UP
choice but to accept, ( phy violence VOID) voidable by aggrieved restitution of benefits conferred, return any benefit they received
UNDUE INFL unfair per of vulnerable person (ex. wrong time, place manner, gang up, advice against counsel) voidable, restitution
of benefits conferred, return any benefit they received
UNCONSCION- need both elem- procedural- absence of meaningful choice, substantive- terms highly unfavorable – cts can
refuse to enforce, strike offending clause, limit clause PUBLIC POLICY cts wont enforce illegal, crime, tort, violate a freedom (non-
competes that are too unfair)

REMEDIES- MONETARY- EXPECTATION- loss of value+ incidental +consequ-pymtns-costs saved (limitations-perf exceeds
value9unless breach willful), cant calculate with certainty, unforseeable, damages that can be mitigated) only get consequ if
breacher had reason to know they would result, RELIANCE- use where expec damages uncertain, money necc to restore party to
where were before contract RESTITUTION- instead of expec,( would choose this when benefit conferred is of more value than perf.
only avail on part performance. If fully performed, have to use expec.)
LIQUIDATED- clause in K specifying damages avail TEST- 1. damage or penalty? 2. Reasonable at time of K?
3. reasonable to actual harm? Wont be enforced if penatly or disproportionate
MONEY DAMAGES UCC- SELLER REMEDIES- w/h delivery, action for price, If resells. Gets contract-resale difference If doesn’t
resell, gets contract-market difference BUYER REMEDIES- damages or specific perf. If buyer covers, cover-contact difference, if
doesn’t cover, contract-market difference. CAN also seek incidentals and consequ. Reduced by costs avoided by b/c of breach.
EQUITABLE REMEDIES- specific perf- avail in land K, and unique objects. Aggrieved party should have clean hands, NO SPEC
PERF- personal service, employ, ongoing cooperation, UCC- spec perf on goods only if unique, and buyer can also act in replevin,
if unable to cover, and orig goods are paid for. NEG INJUCTIONS- post emply retraints, cts reluctant unless good reason, like trade
secrets PROM ESTOPPEL- cts all over the place on this
PARTIES FREE TO LIMIT OR AGREE REMEDIES UNDER THE K AS LONG AS NOT UNCONSCIONABLE

3RD PARTY BENEFICIARY- 2nd restmnt- incidental and intended( creditor and donee) INCIDENTAL- benefit as practical matter but
have no rights to enforce INTENDED- rights against promisor – has right to secure enfor of promise regardless of independent
relationship between them rights against promisee- will only have rights against promisee if there was an independent relationship
between promisee and 3rd party ( remember law school/artist example) 3rd party can only sue when rights vest (beneficiary brings
suit, changes position in reliance, manifests assent to K, vests as an express term) ( parties can rescind or modify without 3rd party
consent unless vested DEFENSES AVAIL TO PROMISOR- all available as against promisee

ASSIGNMENT- to be valid- manifest intent, make present transfer (writing not needed) can be partial. All right are assignable except,
if signif alters rights or oblig of other party, obligor has personal interest in obligee ( special skill, like painter) or violate law. ANTI
ASSIGNMENT CLAUSE- still can assign, but treated as a breach, and other party still must perform to receiver of assignment)
WHAT ASSIGNEE GETS- all rights of assignor, and subject to any defenses of obligor. ASSIGNEE impliedly warrants that he will
do nothing to devalue assignment, and that he knows of nothing that could defeat it, and what is assigned actually exists
DELEGATION- when a third party agree to take on performance of another rights of obligee against delagaTOR- does not relieve
delagator of obligations under the K, unless there is novation liability of delagatee-
When agrees to do it, liable to delagator if fails, also liable to obligee as intended beneficiary of the contract between delagator and
delagatee ALL DUTIES DELAGABLE, except when performance requires special skill (famous painter) or original K prohibits