Contracts MBE

The measure of damages for non-delivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breack & K price (w/ incidental or consequential damages)

Mutual promises are given as the agreed exhange for each other

- Each party is a promisor to his own promises

Using past debt that has been discharged as consideration must be in writing and signed

Remedy awarded when there is no enfoceable K and the court needs to imply the existence of K @ law to avoid unjust enrichment

- Court finds a quasi-K

A promisor who induces substantial change in position by the promisee is reliance on the promise is estopped to deny enforcibility as lacking consideraion (avoid unjust enrichment)

An offer which the offeror should reasonably expect to induce action or forebarane of substantial character on part of offeree before acceptance and which does induce such action, is binding as an option K to the extent necessary to avoid injustice

*Subcontractor response to bid, if accepted, creates an option K (bids=offers)

-No duty to return

-It's the seller's obligation to retrieve goods

Where any tender or delivery by seller is rejected because non-conforming & the time for performance has not yet expired, seller may seasonably notify the buyer of his intention to cure and may then w/in the K time make conformity delivery.

An express promise to pay all or part of an indeptedness of the promisor, discharged or dischargeable in bankruptcy proceedings began before the promise is made, is binding

*Enforceable w/out consideration

Evidence can be shown that a condition did not occur (doesnt contradict writing)

Covers situations where supervening (or unforeseeable) event frustrates the purpose of the K

-Used for unique items

Both parties in K should have clear essential terms of the agreement

*Clear difference in opinion= no K

*No intergration

The standard is the meaning that the party making the manifiestation should reasonbly expect the other party to give it (obj theory of K)

-What a R obj person would have concluded

• Buyer Duties: Buyer is under duty to follow R instructions received from seller
• - In the absence of such instructions, make R effors to sell the items for the seller's account
• - If buyer sells goods, he is entitled to reimburstment for out of the proceeds for R expenses of caring & selling (not to exceed %10 of gross proceeds)

• An offer is binding as an option K if it's:
• 1) In writing and signed by the offeror
• 2) Recites a purported consideration for making the offer
• 3) Proposes an exchange on fair terms w/in a R time

-Option agreement is not invalidated by proof that the recited consideration was not in fact given

Manifestation of assent to the terms made by offeree in a manner required by the offerer

After some type of rejection, when the offeror remanifests an intention to trade on the terms of the original offer is once again open to acceptance by the offeree

If non-conforming goods are shipped, the shipment is an acceptance and at the same time a breech

*No acceptance if offeror didn't expect one (i.e. called and said shipment was muffed up)

An offer which the offeror should R expect to induce action or forebearance of a substantial character on the part of the offoree before acceptance and which does induce such action or foreberance is binding as an option K to the extent necessary to avoid injustice

It's the payment, not acknowledgement of consideration, that renders the option irrevocable

Except where express condition prohibits (or SF applies), any K can be modified or recinded by ORAL agreement even if original K is in writing

• Both parties are mistaken
• Generally, mutual mistake as to the existence of the subject matter is always ground for avoidance of a K

- If their mistake goes to the heart or essence of the agreement, it will be grounds for rescission

1 person is mistaken

-Generally, will not prevent formation of K, unless the non-mistaken party knows of the other's mistake

Assignments may be made orally or in writing

*Oral gratuitous assignments may be revokable

Even if anti-assignment provision in K, it doesnt prevent assignor from assigning his rights

When violation obligor has COA against assignor for breach of K, but ordinarily damages are minimal

1) Do nothing to defeat or impair value of assignments

2)That the right, assigned, actual exist and is subject to no limitatations or defenses

Can be inferred from conduct alone

Condition precedent to duty to perform had not been satisfied

If R parties would have included the extrinsic matter in the writing, and parties did not, extrinsic evidence can only come into explan an ambiguity

MY LEGS

NO BODY COULD DO IT

-The promisor's duty where what was promised has become objectively impossible of fullfillment w/out fault of the promisor after the time of contracting provided the promisor has not assumed risk of its happening

If some units are accepted, buyer must pay @ K price

Seller cannot cure the non-conforming tender after the K date of performance expires

Where the buyer has accepted goods and gien notification (of breach), he may recover as damages for any non-conformity of tender the loss resulting in the ordinary course of events from sellers breach as determined in any manner R