Chapter 3: Formation of an Article 2 Contract

Under the parole evidence rule, evidence of what—even if it contradicts terms in a final writing—is always allowed? (3)

(1) Mistake (2) Fraud (3) Duress

What are the three instances where additional terms in an acceptance between merchants do not become part of the contract?

(1) Offer expressly limits acceptance to the terms of the offer (2) The additional terms materially alter the contract (3) Notification of objection to the additional terms has already been given or is given within a reasonable time after notice of them has been received

What are the five exceptions to the statute of frauds?

(1) Reply doctrine (2) Admission of plaintiff that no contract existed (3) Specifically manufactured goods (4) Partial payment (5) Partial delivery

What are the four requirements under the reply doctrine?

(1) The contract must be between merchants (2) Confirmation must be sent within a reasonable time and the receiving part must know of its contents (3) The confirmation must have a quantity term, evidence a sale of goods, and be signed by the sender (4) The receiver must not object to its contents within 10 days after receipt

What are the two necessary requirements of the "specifically manufactured goods" exception to the statute of frauds? (3)

(1) The goods were made specifically for the buyer and cannot be sold in the normal course of business (2) The seller, at the time of the notice of termination of the order, has made a substantial beginning

Under 2-209, when do post-contract modifications need to be in writing? (2)

(1) When the original contract requires that modifications be in writing (2) if the original contract is within the statute of frauds

What are five factors to consider when determining a writing's integration?

(1) Whether both parties were represented by counsel (2) The sophistication of the transaction (3) The price of the goods (4) The amount of time available to comport the writing to negotiations (5) The presence of a merger or integration clause

Under the parole evidence rule, where can evidence consistent with additional terms come from? (2)

(1) Written evidence (2) The triplets

What sections defines the statute of frauds?

2-201

What section defines the parole evidence rule?

2-202

What section defines the firm offer?

2-205

What section defines acceptance?

2-206

What section defines what to do when there are additional or conflicting terms in an offer or acceptance?

2-207

What section defines Post-Contract Modifications?

2-209

What is a firm offer?

A signed writing that is an offer to buy or sell goods by a merchant which is irrevocable for a stated amount of time

How are additional terms in an acceptance treated under 2-207 between two non-merchants?

As proposals for addition to the contract that need to be explicitly assented to

How does acceptance under 2-206 reject the mirror image rule?

By not requiring that the acceptance's form look exactly the same as the offer's form. As long as the acceptance is commercially reasonable under the circumstances, it is permitted

Under the parole evidence rule, what evidence cannot be introduced to a partially integrated writing?

Evidence that tries to contradict the final writing and is contained in a prior or contemporaneous oral agreement

How long is a firm offer open if not backed by consideration and no time is given?

For however long is commercially reasonable, but no longer than three months

How long is a firm offer open for if backed by consideration?

For the time stated

How can acceptance under Article 2 be demonstrated?

In any manner reasonable under the circumstances, unless the offer explicitly indicates how assent must be made

Under 2-209, do post-contract modifications need independent consideration? (Y/N)

No

What does the statute of frauds require?

That all contracts for goods greater than $500 are in writing signed by the defendant and have a quantity term

What does the partial payment doctrine stand for?

That if a party pays for goods, then the contract does not need to be in writing

What does the partial delivery doctrine stand for?

That if goods are delivered and received, then the contract does not need to be in writing

How are additional terms in an acceptance treated under 2-207 between two merchants?

The additional terms become part of the contract

What does "the offeror is the master of the offer" mean in relation to acceptance?

The offeror can choose whatever form of acceptance they want

Who does the reply doctrine protect? Who is the reply doctrine enforceable against?

The party sending the confirmation letter; the party receiving the confirmation letter

Under the statute of frauds, what happens when a merchant receives signed confirmation from another merchant?

The statute of frauds is satisfied if the merchant has reason to know the confirmation's contents, unless the merchant gives written notice of objection within 10 days

Under the parole evidence rule, what source of evidence can always be used to supplement consistent terms?

The triplets

How are agreements without a written contract treated under 2--207?

The writings that are agreed upon form the basis of the contract, and any supplementary terms are incorporated using the triplets

When is the parol evidence rule applicable?

When a party tries to contradict or supplement a final contract's terms using evidence that occurred before the final writing

Under 2-207, if an acceptance includes additional or different terms than the offer, is the acceptance valid? (Y/N)

Yes

Under 2-209, do post-contract modifications need to be in good-faith? (Y/N)

Yes