1) was there Mutual Assent

2) was there Consideration or some substitute for consideration

3) are there any Defenses to creation of the contract?

To determine if there is an offer,

see if Pressures Unfold in Courts in DC

1) PUC - Was there an expression of a promise, undertaking, or commitment to enter a contract

2) Were there Definiteness (certainty) in the essential terms?

3) was there Communication of the above to the offerree?

When the increase is unreasonably disproportionate to

1) any stated estimate, or

2) prior demands

No, as long as the parties intended to make a contract and there is a reasonably certain basis for giving a remedy - court will supply.

Exception - price in contract for real property

It is:

1) an acceptance creating a bilateral contract, AND

2) a breach of the contract unless the seller seasonably notifies the buyer that a shipment of noncomforming goods is offered only as an accomodation

Acceptance is effective at the moment of dispatch, unless:

1) offer says that acceptance is not effective until received

2) option contract (acceptance effective upon receipt)

3) offeree sends rejection then acceptance (whichever arrives first controls)

4) offeree sends acceptance then rejection (acceptance effective unless rejection arrives first and offeror detrimentally relies on it)

1) both parties are Merchants

2) additional term does not materially change offer (and does not limit acceptance)

3) additional term not objected to by offeror (or not objected to within a reasonable time)

What are the 2 elements necessary for consideration?

(Bitchy Elephants  |  Buy / Dinners)

1) Bargained-for exchange

2) that which is bargained for must be a Benefit to the promisor or a Detriment to the promisee

"Past" consideration is generally not valid consideration, ecept when:

expressly requested by promisor and there is expectation of payment by the promisee

No - doing what you are already legally obligated to do is not new consideration.

Exceptions:  change in performance, unforseen difficulty, or third party promise to pay

NOTE:  does not apply to UCC

1) promise

2) reliance that is reasonable, detrimental, and foreseeable

3) enforcement necessary to avoid injustice

Marriage

contracts where performance cannot occur within Year, 

Land (incudes leases, easements, fixtures, minerals, mortgages), 

Executor (or Estate), 

Goods (over $500, except SWAP),

Surety (main purpose exception); 

Specially manufactured goods

Written confirmation by a merchant

Admission in court

Performance (goods are received and accepted and paid for)

Reasonable value of the services or past performance rendered, OR

restitution of any other benefit that has been conferred

Need 2 out of the following 3 things:

1) payment

2) improvements to land

3) possession

When the term is material and open to at least 2 reasonable interpretations, and

1) each party attaches different meaning, and

2) neither party has reason to know about the other's interpretation

1) written contract that court finds is the final agreement, AND

2) Oral statement made at the time the contract was signed OR earlier oral or written statements by the parties to the contract

1) Mistake in integration - reducing the agreement to writing

2) Defense to enforcement of agreement - getting out of written deal

3) Explaining a term in the written deal - to resolve ambiguities

The parol evidence rule prevents a court from admitting evidence of earlier agreements as a source of consistent, additional terms unless the court finds:

1) that written agreement was only a partial integration, or 

2) that the additional terms would ordinarily be in a separate agreement

When the additional terms are consistent, unless

1) there is a merger clause, OR

2) the courts find from all of the circumstances the writing was intended as a complete and exclusive statement of the terms of the agreement

1) get goods to common carrier

2) make reasonable arrangements for delivery

3) notifies the buyer

It depends on whether the seller is a merchant.

If seller is a merchant, risk of loss shifts when buyer takes possession.

If seller not a merchant, risk of loss shifts when seller takes delivery.

There is a warranty against infringement when a merchant seller sells goods.

Exception:  when a buyer who furnishes specifications for the goods to the seller, the seller is held harmless in claims of infringement

1) Perfect tender applies only to the sale of goods

2) seller's performance must be perfect - perfect goods, perfect delivery

3) less than perfect tender generally gives buyer option to reject delivered goods

The buyer can either:

1) retain the goods and sue for damages

2) reject "all or any commercial unit" and sue for damages

1) When the seller has reasonable grounds for believing that improper tender would be acceptable, perhaps with a money allowance (buyer has accepted imperfect goods in past), OR

2) the time for performance has not expired

When can a buyer revoke acceptance of goods? (SiEiRT)

(Silly Itchy Exhibitions Imply Rhythmic Tics)

1) when the noncomformity Substantially impairs the value of the goods; and

2) Excusable ignorance of grounds for revocation or reasonable reliance on seller's assurance for satisfaction; and

3) revocation within a Reasonable Time

The protection of expectation

[value of performance without breach ] - 

[value of performance with breach]

= damages

Fair market value if perfect -

fair market value as delivered

[market price at time of discovery of breach] -

[K price]

OR

[replacement price] - [K price]

The plaintiff.  

They arise only from P's special circumstances only when D had reason to know of the circumstances at the time of contract (foreseeability).

When P continues to perform, damages are not taken away.

When P turns down other opportunities that could have been taken advantage of if D didn't breach, P can recover the profits from those opps (but only if damages are certain).

When it is too high - a penalty.

Damage must not be difficult to forecast at time the contract was made, and provision must be a reasonable forecast.

An unambiguous statement or conduct indicating:

1) that the repudiating party will not perform, and

2) made prior to the time that performance was due

The other party can

1) in writing demand adequate assurance and

2) if it is "commercially reasonable" suspend performance until it gets adequate assurance

A substituted agreement.

An agreement by parties to an existing obligation to accept a different agreement in satisfaction of the existing obligation.

Novation requires the agreement of both parties to the original contract and excuses the person replaced from any liability for nonperformance.  Delegation does not require the agreement of both parties and does not excuse.

1) delegating party is always liable

2) delegatee liable only if she receives consideration from delegating party

No.

UCC section 2-305 permits the parties to omit any specification of price, to agree later, or to link price to an objective standard; and if price is omitted or the two options fail, provides that the price shall be a reasonable one at the time of delivery