Which law governs?
- 1) UCC governs all contracts for the sale of goods
- 2) UCC also has special rules governing transactions between merchants
- 3) If the UCC does not apply, then CL applies (service K's, real estate, intangibles, or construction contracts)
Mixed Deal for goods + services, which law applies?
- Which is PROMINENT (all or nothing in the transaction rule; even if the dispute is over the lesser important part of the deal!)
- Limited exception: if K divides payment, then apply UCC to sale of goods part and common law to the rest.
- 1) Formation of Contract?
- 2) Defenses to Formation
- 3) Contract Terms
- 4) Third Parties
- 5) Performance
- 6) Remedies
What is a contract?
a legally enforceable agreement (or promise)
what is quasi-contract?
- when there is NO contract, courts can construe a relationship as a quasi-contract to avoid UNJUST ENRICHMENT
- 1) P has conferred a benefit on D
- 2) P has a reasonable expectation to be paid, and
- 3) D will be unjustly enriched if P not compensated
- NOTE: Any time contract law rules produce results that seem unfair, add a paragraph about quasi-contracts
Recovery for a quasi-contract?
- Value of benefit conferred
- Contract price is CEILING to recovery, but not the actual measure of recovery.
- If we have a quasi-contract, we do NOT apply contract principles
- results from an offer that expressly requires PERFORMANCE as the only possible method of acceptance
- Reward, prize, contest
- Offer expressly requires performance for acceptance
all other contracts (everything but reward, prize, contest, expressly requires performance to accept)