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1. Applicable Law
2. Formation of Contracts
3. Terms of Contract
4. Performance
5. Remedies for Unexpecused NonPerformance
6. Excuse of NonPerformance
7. Third Party Problems
Unilateral v. Bilateral
Unilateral: Performance is the only possible method of acceptance
1. Reward, Prize, Contest 2. Offer expressly requires for acceptance

Bilateral: All others
Applicable Law
1. Common Law
2. UCC: Sale of Goods
3. Mixed Deal: All or nothing, what is the more important part of the deal.

i. Exception: If contract divides payment, apply UCC to sale of goods part & CL to the rest
Formation of Contract: One Time Adam Cast Doubt
Termination of Offer
1. CL: Not required to contain all material terms
2. UCC: Price Term Not required
3. Real Estate: Price & Description
4. Material terms must not be Vague or Ambiguous
5. Advertisements: Not an offer
    i. Exception: A. Reward B. First Come Fist Serve
6. Requirement & Output:May not increase disproportionately
Termination of Offer
1. Lapse of Time: Stated or reasonable
2. Death: Prior to acceptance
3. Mirror Image: CL
4. Revocation
5. Rejection
Termination of Offer: Revocation
Effective when recieved or published
    i. Option: Promise not to revoke & Payment/Consideration
    ii. Firm Offer: Signed by merchant in writing up to 90 days.
    iii. Detrimental Reliance: Reliance, Reasonably Foreseeable & Detrimental
    iv. Performance: Unilateral K, irrevocable for reasonable time. Mere preparation-Offer still revocable
Termination of Offer: Rejection
i. Counteroffer
ii. Conditional Acceptance
iii. Additional Terms: UCC
    1. Acceptance
    2. Both Merchants=Yes to terms unless objection
    3. One Party Merchant=Accept/Reject terms
1. Full Perform = Acceptance
2. Start of Perform (bilateral)= Acceptance 
3. Conditional Acceptance: CL Treated as Counter offer & later conduct is acceptance = Conditions part of K
4. UCC: K based on conduct. Conditional Acceptance = Acceptance but terms are out
5. Mail Box
i. Acceptance effective when mailed
    ii. All others effective when recieved
    iii. Rejection mailed before Acceptance = Received first
    iv. Mail Box rule can't meet option deadline
6. Seller of Goods sends "wrong" goods = Acceptance & Breach
    i. Accomodation letter also = Counteroffer & No Breach
1. Performance or Promise to
2. Forbearance or Promise to
3. Gift = No Consideration
4. Past/Moral = No Consideration
    i. Enforceable if in writing or partially performed
5. Illusory = No Consideration
6. Pre-Existing Duty:
    i. CL: new consideration required for modification
    ii. Promise to ratify a voidable obligation
    iii. Pre-Existing duty owed to 3rd Party
    iv. Unforeseen circumstances
    v. UCC: GOOD FAITH needed for modification
7. Part Payment of Debt
8. Written promise to satisfy obligation where there's legal defense
9. Promissory Estoppel
    i. Promise
    ii. Reasonable, Detrimental & Foreseeable Reliance
    iii. Enforcement Necessary to avoid injustice
Defenses 10 MMAD CUPS IN
1. Capacity
i. Under 18
    ii. Retard
    iii. Intoxication if other party knew
    vi. Rt to disaffirm by person w/out capacity
    v. Implied affirmation by retaining benefits after gaining capacity
    vi. Quasi-K for necessaries
    i. Marriage: Prenup
    ii. Year: Exception: Tasks & Life not applicable
    iii. Land Sale: Exception: 1 year lease no writing
    iv. Executor: Answer personally for debt of decedent
    v. Guarantee: Debts of another
    vi. Sale $500
3. Illegality: Subject matter legal but purpose illegal, enforceable by the person who did not know of the illegal purpose
4. Public Policy: Exempting intentional/reckless conduct. "Not to compete" w/out reasonable need/time & place limits
5. Misrepresentation: False stmt induces the K. Honest misrepresentation doesn't matter
6. Non-Disclosure: Must be "Wrongful"
7. Duress: Physical or Economic
8. Unconscionability: Sale of Goods 1. Unfair Surprise 2. Oppressive terms
9. Ambiguity
i. Material term
    ii. Each party attaches different meaning to term
    iii. Neither party knew term was ambiguous
10. Mistake
i. Mutual: Void K
    ii. Unilateral: Void K only if other party knew of mistake
SOF Satisfied
1. Perform & Service K
    i. Full = Satisfication
    ii. Part is not Satisfation
2. Sellers Part Perform & Goods K
    i. Ordinary Goods: Satisfied only to the extent of the part perform
    ii. Specially Manufactured Goods: Substantial Begining
3. Part Perform Real Estate Transfers: Buyer must have done 2 of the following 1. Payment 2. Improvements 3. Possession
4. Writing: All Material Terms test (Who & What)
    i. Writing satisfies SOF if signed by person asserting defense
    ii. UCC: Quantity term in writing
       A. Exception: 1. Both Merchants 2. Person who recieves signed writing w/quantity term that claims no K 3. Fails to respond w/in 10 days of reciept
5. K Modification: If modification falls under SOF must be in writing
6. "All modifications be in writing" NOT EFFECTIVE
    i. UCC: Effective unless waived
Terms of the Contract
1. PER: Bars evidence of oral or written agreements made at the time or prior to, that add or contradict the writing when completely integrated
    i. May admit for purposes of showing: Mistake, Misrepresentation, Fraud, Duress, Ambiguities
2. Conduct/Course of Perform:
    i. Course of Performance
    ii. Course of Dealing
    iii. Custom & Usage
3. UCC Delivery Terms
i. Shipment K: (FOB+Seller location)1. Gets goods to common carrier 2. Makes reasonable arrangements for delivery 3. Notifies buyer
    ii. Destination K: (FOB+Another city destination) Goods must arrive to buyer location
4. Risk of Loss
    i. Agreement of parties controls
    ii. Breaching party liable for any uninsured loss even though breach is unrelated to problem
    iii. Delivery Common Carrier: Once seller completes delivery obligation, buyer risk of loss
    iv. No agreement, No Breach, No Carrier: A. Risk of loss on buyer when recieved from Merchant-Seller B. Risk of loss on buyer when NonMerchant-Seller tenders
5. Warranties
i. Express
    ii. Implied Merchantability: Any good from merchant-fit for ordinary purpose
    iii. Implied Fitness: Good fit for particular purpose 1. Buyer has particular purpose 2. Buyer relies on seller to select suitable goods 3. Seller has reason to know of purpose & reliance
6. Limitations on Warranty
i. Express warranties can't be disclaimed
    ii. Implied warranties can be disclaimed by 1. Conspicious language 2. "as is"
1. Perfect Tender: As to goods & delivery. Buyer has option to reject
2. Rejection: No perfect tender, buyer can 1. retain & sue 2. Reject "all or any commercial unit" & sue.
3. Cure
i. Seller has reasonable grounds to believe improper tender & money allowance ok, prior dealings
    ii. Time for perform not yet expired
4. Installment K
i. Delivery of goods in separate lots
    ii. To be separately accepted.
       a. Buyer has Rt to reject that installment when there is substantial impairment of that installment that can't be cured
5. Acceptance of Goods
i. Buyer accepts, can't later reject
    ii. Payment w/out opportunity for inspection is not acceptance
    iii. Buyer keeps goods w/out objection = acceptance
6. Revocation of Acceptance
i. Revocation w/in reasonable time after discovery of nonconformity

1. Substantial Performance
Remedies for Unexcused NonPerformance
1. Specific Performance/Injunction
i. Real Estate
    ii. Unique Goods
    iii. NO SP for Service K
2. Expectation: K price - K price w/breach =
3. Restitution
4. Incidental: Cost in finding replacement perform
5. Consequential: Special damages D had reason to know at time of K.
6. Avoidable: No recovery if avoidable
7. Certainty: Reasonable Certainty test
8. Reliance:
9. Liquidated 1. Difficult to forecast at time of K 2. Provision is reasonable forecast

1. Seller Breaches buyer keeps goods: FMV
2. Seller Breaches, seller has goods: Market price at time of discovery of breach - K Price OR Replacement price - K Price
3. Buyer Breaches Buyer keeps Goods: K Price
4. Buyer Breaches Seller has goods: K Price - Market price at time of Delivery OR K Price - Resale Price
5. Lost Volume Seller: Lost profit "regular inventory" "unlimited item" 
Excuse of NonPerformance of K Because Something Happened After K Formed
1. CL Material Breach: Less than half
    i. Damages can be recovered for any breach
    ii. Only Material Breach by one party excuses the other from performance
2. Divisible Contract: Recovery for substantial performance of a divisible part even though material breach of entire K
3. NonOccurrence of Express Condition: Perform excused
    i. Waiver: Can waive Express Condition
    ii. Prevention: Party hinders express condition, excuses perform
4. Anticipatory Repudiation: Immediate claim for damages
5. Insecurity: 1. Reasonable grounds for insecurity 2. In writing demand adequate assurances & 2. If commercially reasonable, stop performance
6. Recission: Perform still remains from both. Agree to rescind
7. Accord & Satisfaction: Accept different performance. If completed obligation is excused as satisfied
    i. If accord not performed, sue on either original obligation or accord
8. Modification: Accept different agreement in satisfaction
9. Novation: Both parties agree to substitute a new party, same performance.
    i. Excuses the person replaced from liablity
10. Impossibility
i. Damage/Destruction of subject matter
    ii. Death: Still liable for K
    iii. Subsequent Law or Regulation
11. Frustration of Purpose
12. Impracticability: Extreme & Unreasonable difficulty & Expense
Third Party Problems: 3rd Party Beneficiary
1. Cancel/Modify: Must have 3rd Party consent if:
    i. 3rd Party Knows
    ii. Assents to or Relies
2. Defenses: 3rd Party sues, Promisor can assert any defenses he would have had if sued by the promisee
Third Party Problems: Assignment
All K's are assignable except personal service K
1. Consideration not required but gratuitous assignments can be revoked
CL: Bars an assignment that substantially changes the duties of the other party to the K
1. Assignee can recover from obligor
2. Assignor for consideration can't recover from obligor
3. Obligor has same defenses agaisnt assignee as it would against assignor
4. Payment by obligor to assignor is effective until obligor knows of assignment.
Gratuitous Assignment: Last assignee wins
Consideration Assignment: First assignee wins  
Third Party Problems: Delegation
Transfer by a party to a K, his duties/burdens under the K to a 3rd party
Permitted unless: 1. Contract prohibits delegation/assignment 2. Very Special Skills K 3. Very Special reputation K
1. Delegating Party always remains liable
2. Delegatee liable only if he recieved consideration from delegating party
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