1. Uniform Commercial Contract (U.C.C.)
    Governs transactions in the sale of goods. Goods are movable, tangible items which are identifiable in the contract.
  2. Merchants
    One who regularly deals in the kinds of goods in question or holds themselves as having special knowledge concerning the good in the contract.
  3. Contract
    An Agreement between two or more parties creating an obligations that are recognizeable or enforceable at law.
  4. Offer
    • An outward manifestation of present contractual intent with clear and definite terms, communicated to the offeree.
    • UCC- If time of preformance , quantity and price are missing......They can be gap filled as follow time is reasonable, quanitity is required contract, price is fair market price.
  5. Acceptance
    • The unequivocal Assent to the terms of the offer
    • UCC- Additional terms with become part of the offer unless: 1. acceptance is based on the offeror acceptance of of terms which materially change the offer, 2 Offeror previously objected to terms, 3 orignial offeror notifies the offeree he objects to additional terms in a commercially reasonable time.
  6. Firm Offer
    A firm offer is an irrevocable written offer made by a merchant without consideration, for the time specificed in the offer, if no stated time, for a period of time longer than 3 months.
  7. Good Faith
    Good Faith means duty of honesty in fact and the observance of reasonable Commercial Standards of fair dealing.
  8. Consideration
    • A bargain in exchange of a legal detriment. The promise must induce the detriment and the detriment must induce the promise.
    • UCC- consideration is not required as long as parties act in good faith.
  9. Revocation
    The offeror is the master of the offer and can revoke at anytime before acceptance.
  10. Rejection
    Rejection is afforded to the offeree to refuse the offer.
  11.             Statute of Frauds
    Oral Contracts for Marriage, sales or transfer of land, Sale of goods for more than $500, Debt of another(surety) and Contract which cannot be preformed in 1 yr.
  12. Parol Evidence
    Generally any oral agreement before or contemporaneous to the written contract will not be admitted.
  13. Exceptions to Statute of Frauds.

    • Marriage- Sufficient Memorandum contains essential terms, signed by party charged.
    •  Property- Part Performance (possession, pays taxes etc.)
    •  Debt of Another- Main purpose Doct
    •  More than one yr- Full performance
    •  sales of goods - receipt of goods
  14. Exceptions to Parol Evidence
    • Formation defenses ( fraud, duress, mistake, ambiguity)
    • Establish Subsquent Agreements
    • Separate consideration
    • Naturally omitted terms
    • Course of performance, course of dealing, and trade usage.
    • Existence of a condition precedent to legal effectiveness
  15. Performance
    Substantial performance, Waiver, Anticipatory repudiation, Prevention

    Divisibility, Impractibility, Voluntary disablement, Estoppel
  16. Discharge of duty
    Impossiblity, Modification, Frustration of purpose, Occurrence of a condition subsequent, Rescission, Substitute Contract,Accord and Satisfaction, Novation, Defenses, Impracticability
  17. Impossibility
    after contract is formed, due to an event, performance becomes objectively impossible to accomplish
  18. Frustration of Purpose
    Due to an unforeseen event, the value o the contract, as agreed to by the parties is totally destroyed. the K can be preformed but the purpose is frustrated.
  19. Perfect tender rule
    If goods delivered or tender of delivery fails in any respect to conform to the contract, buyer my reject in whole, accept in whole, accept any commercial unit and reject rest.
Card Set
Study of contracts