1. Contracts Outline
    • 1. Applicable Law
    • 2. Formation
    • 3. Consideration
    • 4. Defenses to Formation
    • 5. Terms of the K
    • 6. Performance
    • 7. Discharge of Duties
    • 8. Breach
    • 9. Damages and Remedies
    • 10. Third Parties
  2. 1. Applicable Law
    • UCC: sale of goods
    • Common law: services, real estate, everything else
    • Mixed: whichever part of K more important, unless K divides payment, then UCC to goods, and CL to everything else
  3. 2. Formation
    • Offer: intent to be bound, clear and definite terms, communicated to identified offeree
    • Termination of Offer
    • - death, rejection, illegality, lapse of time
    • - revocation: except FOUR: Firm offer, Option K, Unilateral K with part performance, Reliance to detriment
    • Acceptance
    • - CL mirror image
    • - UCC
    • -- merchants: new terms become part of K unless: material alteration, objection, offer expressly limits acceptance on terms
    • -- non-merchant: new terms proposal that do not become part of K unless accepted
    • -- shipment of non-conforming goods: acceptance and breach of K, unless offered as accommodation
    • Mailbox rule: acceptance effective upon dispatch, everything else upon receipt, unless rejection sent first and then acceptance, then first to arrive
  4. 3. Consideration
    • Adequacy of consideration: irrelevant
    • Illusory promises: where only 1 party bound to perform
    • Past consideration: not valid
    • Pre-existing duty: not valid, unless change in performance, severe unforeseen difficulty so as to excuse performance, 3P promise to pay
    • Modification: CL new consideration needed - UCC no new consideration if in good faith
    • Promissory Estoppel: no consideration if promise with detrimental reliance and necessary to avoid injustice
  5. 4. Defenses to Formation
    • MISFUI
    • Mistake: mutual mistake, unilateral mistake if other party has reason to know
    • Incapacity: minor, mentally incompetent, intoxication
    • Statute of Frauds: MYLEGS
    • - Marriage, service k more than a Year, Land, Executor promise to pay, Goods $500, Surety
    • - Writing requirement: CL all material terms, signature - UCC quantity of goods, signature, except Merchant Confirmatory Memo (quantity, 10 days to object)
    • - Performance exeption: full performance of service K, part performance of sale of goods as to part performed, real estate K if two of payment, possession, improvements
    • Fraud/duress
    • Unconcionability: so unfair as a result of disparity of bargaining power, Procedural unfair surprise or Substantive unreasonably oppressive term
    • Illegality
  6. 5. Terms of K
    • Interpretation of terms: course of performance, course of dealing, custom and usage
    • Ambiguous terms: no K if each party attaches different meaning to term and neither party know term open to two different interpretations
    • Parole Evidence Rule: prior or contemporaneous terms are not admissible to vary terms of integrated writing
    • Modification: CL additional consideration, UCC not needed if in good faith. Must satisfy SoF
    • UCC Default Terms: delivery obligations, risk of loss, warranties, no disclaimers
  7. 6. Performance
    • Excuse of conditions: wrongful prevention, anticipatory repudiation, waiver, estoppel
    • CL Performance: substantially perform all duties
    • UCC
    • - Perfect tender rule: B can reject, retain and sue, or keep some, reject some and sue
    • - Cure: S can cure if time for performance is not past
    • - Installment K: separate lots separately accepted
    • - Acceptance: can't reject after acceptance or retention after opportunity to inspect
    • - Revocation of Acceptance: if non-conformity substantially impairs goods, B could not have previously discovered defect or reasonably relied on S assurance of satisfaction, and B revokes in reasonable time
  8. 7. Discharge of Duties
    • Impossibility: unforeseen event makes impossible
    • Impracticability: extreme and unreasonable difficulty and expense that was unanticipated
    • Frustration of Purpose: reasonably unforeseen supervening event that destroys purpose of K
    • Mutual Rescission
    • Accord and Satisfaction: parties agreed to different performance
    • Novation
  9. 8. Breach
    • Damages can be recovered for material or minor breach
    • Only material breach excuses performance
    • Divisible Ks treated on per unit basis
  10. 9. Damages and Remedies
    • Legal Damages: expectation, consequential, reliance, incidental, liquidated
    • Restitution/Unjust Enrichment
    • Equitable Remedies: specific performance, reformation, reclamation, entrustment
    • Damages for sale of goods: either K price or different between K price and FMV
  11. 10. Third Parties
    • TPB: must be identified in K, can enforce if rights vested, D defend as against P
    • Assignment
    • Delegation of Duties
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