Sale of Goods --> UCC

services/interest in land --> Common Law 

(if contract includes more than one, ask which element is more important)

protects against unjust enrichment whenever contract law yields an unfair result (last resort)

CAN RECOVER ONLY REASONABLE VALUE OF BENEFIT CONFERRED (not K price) 

*often lower than K price 

tip: whenever K yields unfair result add paragraph on this

Where an offer can be accepted in any reasonable way

(flexible)

Where an offer can be accepted only by performing

*either offer says it can only be accepted by performing OR a reward, contest, or prize 

Are requirements contracts OK?

*i.e. Flatus Cafe offers to buy all of its requirements of beans from seller for $1/can

After a stated term or a reasonable time has passed, or offeree rejects it, or DEATH of either party (unless irrevocable)

*or when offeror revokes 

(can be revoked any time prior to acceptance by direct or indirect methods - i.e. showing he's changed his mind BUT offeree has to be aware of the conduct) 

INDIRECT REVOCATION = conduct + OFFEREE AWARENESS

3 Requirements for a FIRM OFFER:

****ONLY FOR GOODS (ARTICLE II)****

-Offeree is merchant

-promise

-signuature (broadly defined as initials, letterhead, etc.)

When does a firm offer run out?

i.e. how long is a firm offer open

VERY RARE (should just accept if you're going to rely) 

BUT in the case of contractors and sub-contractors, contractor must rely on subs bid to make their own bid SO usually irrevocable 

on the MBE - offeror cannot revoke

NEW YORK RULE: can be revoked until performance is complete 

MIRROR IMAGE RULE 

acceptance must mirror offer 

adding or changing = rejection 

How does Article II (UCC) deal with an acceptance that differs from offer?

*remember: sale of GOODS!*

Battle of the forms!

OFFERS TERMS INCLUDED IF:

-both parties merchants

-no material change

-no objection within a reasonable time 

*if not satisfied does not invalidate K - terms just get left out

Would cause hardship or surprise to the offeror 

TIP: if term is customary in the industry- not material

Conditional Acceptance --> REJECTION

Change in terms --> 1. is it UCC or common law?

-if comon law --> rejection

-if UCC --> battle of forms (accepted but only includes provisions that are not material, if both merchants, and no objection within reasonable time from offeror)

No acceptance until it's finished! Can start and stop hehe

but sometimes offeror can revoke before your'e done so be careful!

-MBE: offeror cannot revoke once started

-NY: offeror can revoke until completion 

Common law: simulataneous acceptance + breach

Article II (UCC): simulataneous acceptance + breach UNLESS seller is sending goods as an accomodation (like yo sorry we don't have your goods but here's a peanut) 

-just sending the wrong goods to help the buyer out and be nice

accomodation = magic phrase

NO

NEW YORK DISTINCTION: unsolicited merchandise is just a gift (don't have to pay for it)

General Rule: Acceptance is effective when mailed

doesn't even matter if it gets lost - burden is on offeror 

*but offeror can say acceptance must be RECEIVED by a certain date in contract 

*mailnbox rule does not apply to time limits in irrevocable offers

-Minors under 18

-intoxication

-mental incompetance 

*NOTE: an incapacitated defendant may disaffirm contract (with some limited exceptions for minors in NY)

**NOTE: can enforce Ks against minors after they turn 18

FOR NECESSARIES!

food, clothing, shelter, medical care

but only for the REASONABLE VALUE (not K price)

Elements of Economic DURESS:

(can be used as defense against formation)

1. Threat to break existing contract

2. Buyer only agreed to second deal to get first deal
3. no reasonable alternative to buyer 

Even innocent misrepresentation is fatal flaw in agreement process! 

(so long as fact is material)

No contract unless one of them knows or has reason to know that there is a misunderstanding 

(innocent party's meaning will prevail)

A bargained for legal detriment or benefit

promise, performace, or forbearance 

MBE: not consideration

NY: past consideration is consideration if it is expressly stated in a signed writing and can be proven 

Unenforceable

"i can buy as many as i want"

-could be nothing

COMMON LAW: New consideration is required to modify a contract 

*PREEXISTING DUTY NOT ENOUGH (preexisting duty rule)

NEW YORK: Don't need new consideration for modification if it is in writing 

UCC (ARTICLE 2)/GOODS: consideration not required to modity but you must show good faith

ONLY IF DEBT NOT DUE NOR DISPUTED

if debt is in dispute or if you agree to pay early --> then there is consideration 

-Not-to-complete clause that operates as a restraint on trade (look at scope --> duration and geography)

*depends on reasonableness of terms 

-exculpatory clause (can eliminate liability for negligence, but not gross negligence or intentional torts)

-unconscionability (unfair terms or process)

1. interest in real property 

2. performance CANNOT be completed in a year (regardless of whether or not it actually takes a year) 

***NY: lifetime contracts do need writing but NOT MBE

*clock runs when agreement made not when performance begins

3. Sale of goods for $500 or more 

4. Lease of goods for $1000 or more NEW YORK Article 2A!!!

5. Suretyship

6. Contract modification only if contract as modified is within SOF 

**note:when underlying transaction needs writing, agents authorization needs writing too (equal dignities rule)

-quantity

-duration

-rental payments

-signed by defendant 

all material terms 

(who/what) and signed by defendant

EXCEPTIONS TO STATUTE OF FRAUDS 

(where no writing is needed)

REAL PROPERTY EXCEPTIONS: 

1. leases of one year or less

2. part performance: WHEN 2 out of 3 facts

a. buyer is in possession

b. buyer made some payment

c. buyer made improvements to the property

-full performance

(part performance not enough)

-sale of goods for $500 of goods ACCEPTED or paid for by buyer (only for the goods paid for not the whole contract!!)

-custom made goods

-judicial admission

One party can use ITS OWN signed writing if:

1. both parties are merchants

2. writing claims agreement/has quantity

3. no written objection within 10 days

MBE: if surety's main purpose in making promise to guarantee payment is to benefit himself then no writing required

NO EXCEPTION IN NEW YORK