Contracts

art 2 ucc def of goods

(1) "Goods" means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Article 8) and things in action. "Goods" also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (Section 2-107).

UCC 2-204 Formation in General

(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract. (2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined. (3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.

§ 30. Form Of Acceptance Invited

(1) An offer may invite or require acceptance to be made by an affirmative answer in words, or by performing or refraining from performing a specified act, or may empower the offeree to make a selection of terms in his acceptance. (2) Unless otherwise indicated by the language or the circumstances, an offer invites acceptance in any manner and by any medium reasonable in the circumstances.

ucc 106 - when applies to K for sale of goods

(1) In this Article unless the context otherwise requires "contract" and "agreement" are limited to those relating to the present or future sale of goods. "Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time. A "sale" consists in the passing of title from the seller to the buyer for a price (Section 2-401). A "present sale" means a sale which is accomplished by the making of the contract.

cisg remedies

(1) The buyer may require performance by the seller of his obligations unless the buyer has resorted to a remedy which is inconsistent with this requirement. (2) If the goods do not conform with the contract, the buyer may require delivery of substitute goods only if the lack of conformity constitutes a fundamental breach of contract and a request for substitute goods is made either in conjunction with notice given under article 39 or within a reasonable time thereafter. (3) If the goods do not conform with the contract, the buyer may require the seller to remedy the lack of conformity by repair, unless this is unreasonable having regard to all the circumstances. A request for repair must be made either in conjunction with notice given under article 39 or within a reasonable time thereafter.

UCC § 2-305. Open Price Term.

(1) The parties if they so intend can conclude a contract for saleeven though the price is not settled. In such a case the price is a reasonable price at the time for delivery if (a) nothing is said as to price; or (b) the price is left to be agreed by the parties and they fail to agree; or (c) the price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded. (2) A price to be fixed by the seller or by the buyer means a price for him to fix in good faith. (3) When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his option treat the contractas cancelled or himself fix a reasonable price. (4) Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the sellermust return any portion of the price paid on account.

UCC 2-309 Absence of Specific Time Provisions; Notice of Termination

(1) The time for shipment or delivery or any other action under a contractif not provided in this Article or agreed upon shall be a reasonable time. (2) Where the contractprovides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party. (3) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreementdispensing with notification is invalid if its operation would be unconscionable.

§ 54. Acceptance By Performance; Necessity Of Notification To Offeror

(1) Where an offer invites an offeree to accept by rendering a performance, no notification is necessary to make such an acceptance effective unless the offer requests such a notification. (2) If an offeree who accepts by rendering a performance has reason to know that the offeror has no adequate means of learning of the performance with reasonable promptness and certainty, the contractual duty of the offeror is discharged unless (a) the offeree exercises reasonable diligence to notify the offeror of acceptance, or (b) the offeror learns of the performance within a reasonable time, or (c) the offer indicates that notification of acceptance is not required

§ 62. Effect Of Performance By Offeree Where Offer Invites Either Performance Or Promise

(1) Where an offer invites an offeree to choose between acceptance by promise and acceptance by performance, the tender or beginning of the invited performance or a tender of a beginning of it is an acceptance by performance. (2) Such an acceptance operates as a promise to render complete performance.

§ 69. Acceptance By Silence Or Exercise Of Dominion

(1) Where an offeree fails to reply to an offer, his silence and inaction operate as an acceptance in the following cases only: (a) Where an offeree takes the benefit of offered services with reasonable opportunity to reject them and reason to know that they were offered with the expectation of compensation. (b) Where the offeror has stated or given the offeree reason to understand that assent may be manifested by silence or inaction, and the offeree in remaining silent and inactive intends to accept the offer. (c) Where because of previous dealings or otherwise, it is reasonable that the offeree should notify the offeror if he does not intend to accept. (2) An offeree who does any act inconsistent with the offeror's ownership of offered property is bound in accordance with the offered terms unless they are manifestly unreasonable. But if the act is wrongful as against the offeror it is an acceptance only if ratified by him.

ucc 2-711§ 2-711. Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods.

(1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (Section 2-612), the buyer may cancel and whether or not he has done so may in addition to recovering so much of the price as has been paid (a) "cover" and have damages under the next section as to all the goods affected whether or not they have been identified to the contract; or (b) recover damages for non-delivery as provided in this Article (Section 2-713). (2) Where the seller fails to deliver or repudiates the buyermay also (a) if the goods have been identified recover them as provided in this Article (Section 2-502); or (b) in a proper case obtain specific performance or replevy the goods as provided in this Article (Section 2-716). (3) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (Section 2-706).

§ 2-310. Open Time for Payment or Running of Credit; Authority to Ship Under Reservation. Unless otherwise agreed

(a) payment is due at the time and place at which the buyer is to receive the goodseven though the place of shipment is the place of delivery; and (b) if the seller is authorized to send the goods he may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract (Section 2-513); and (c) if delivery is authorized and made by way of documents of title otherwise than by subsection (b) then payment is due at the time and place at which the buyer is to receive the documents regardless of where the goodsare to be received; and (d) where the seller is required or authorized to ship the goods on credit the credit period runs from the time of shipment but post-dating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period .

Hobbs v. Massasoit Whip Co.

- - Silence can reasonably be assumed to be an acceptance when parties have an established history of business transactions. -• Conduct which looks like acceptance is acceptance.

Empro Manufacturing Co., Inc. v. Ball-Co Manufacturing, Inc.

- A letter of intent does not constitute a binding contract if intent for further negotiations and decisions are expressly stated. -• The fact that one or more terms of a proposed bargain are left open or uncertain may show that a manifestation of intention is not intended to be understood as an offer or as an acceptance.

Lefkowitz v Great Minneapolis Surplus Store

- An advertisement can be an offer when it is clear, definite, and explicit and leaves nothing open for negotiation.

- Nudum pactum

- Bare or Naked Promise.' In common law, it refers to a promise that is not legally enforceable for want of consideration

Leonard v. PepsiCo

- If an offer seems too good to be true or utilizes mere puffery, a reasonable person would know that it is not a real offer.

Arnold Palmer v. Fuqua

- Reasonable minds may differ as to what each party's intention was, therefore intent should be determined as a matter of fact. -• • Memorandum of intent not always a contract but can be if it looks like it is objectively

White v. Corlies & Tift

- Subjective assent not indicated by speech or put in course of indication by act to the other party is not an acceptance and does not bind the parties contractually. -• To form a binding contract, acceptance by performance must be sufficient to manifest or communicate the acceptance to the offeror.

Llewellyn

- UCC - legal realist -formalist

Embry v Hargadine McKittrick Dry Goods

- assent -• An enforceable contract can be formed without reference to the subjective intentions of either party. • If a man conducts himself such that a reasonable person would believe that he was assenting to the terms proposed by another party, and that other party upon that belief enters into the contract, that man would be equally bound whether or not he had actual subjective intent. - Regardless of the parties' subjective or actual intent, if a reasonable man could infer from their conduct intent to enter into a binding and enforceable contract, a binding and enforceable contract is presumed to exist.

Ulc

- by uniform law commissioners - made uniform states law - only sale, 30 states adopted

Equity

- can make injunctions, must have clean hands, irreparable harm, damages won't do it, consistent with public interest, only judge, right justice or maral quality, jus • Equities only function - add remedy not available to them at law

when is a case called equitable today

- equitable remedy sought - when legal relief is inadequate -calls for principles of justice rather than legal rules

Nebraska Seed Co. v. Harsh

- preliminary negotiations -• Ads can be offers • Acceptance of a proposal to begin bargaining cannot create a contract, even if the proposal was sent to specific persons, rather than to the public generally. • Even when proposals are made to specific persons, rather than to the general public, they are only invitations to bargain. Correspondence cannot be understood as an offer to sell when it merely states the price. -- A simple invitation to enter into negotiations for a sale does not constitute an official offer.

Lucy v. Zehmer

-Lucy and Zehmer were drinking. Lucy wants to buy land from Zehmer. Zehmer agrees to sell the land to Lucy and writes down the "contract" on a piece of paper/napkin. - Zehmer then claims it was a "joke" - Court says Zehmer and Lucy formed a legally enforceable contract Objective intent the standard not "subjective" -The objective, outward expression of a party's intent to be bound in an agreement, as opposed to that party's subjective mental assent to the agreement, is all that matters when determining the existence of a valid and enforceable contract. -• The mental assent of the parties is not requisite for the formation of a contract. - conduct can be manifestation of assent

embry and lucy make 2 part theory of assent

1. objective - reasonable person 2. subjective

§ 64. Acceptance By Telephone Or Teletype

Acceptance given by telephone or other medium of substantially instantaneous two-way communication is governed by the principles applicable to acceptances where the parties are in the presence of each other.

§ 66. Acceptance Must Be Properly Dispatched

An acceptance sent by mail or otherwise from a distance is not operative when dispatched, unless it is properly addressed and such other precautions taken as are ordinarily observed to insure safe transmission of similar messages.

§ 61. Acceptance Which Requests Change Of Terms

An acceptance which requests a change or addition to the terms of the offer is not thereby invalidated unless the acceptance is made to depend on an assent to the changed or added terms.

mcgee v united states fidelity

An insurance company's policy of malpractice covering a physician does not extend to a "special contract" entered into between the physician and the patient. - no expectation damages

§ 43. Indirect Communication Of Revocation

An offeree's power of acceptance is terminated when the offeror takes definite action inconsistent with an intention to enter into the proposed contract and the offeree acquires reliable information to that effect.

Bilateral and Unilateral Contracts

Bilateral: both parties make a promise (to do something) to each other, acceptance by promise Unilateral: one party makes a promise to the other that the other party can accept only by doing something specific. acceptance by performance

Carlill v Carbolic Smoke Ball Co

Carbolic Smoke Ball Co. placed an ad offering a sum to any person who became ill after using its product, Carlil tried to collect. Trial court found that the offer intimated that it would be sufficient to act on the proposal, performance was the invited form of acceptance, and notification was not necessary. RULE: A continuing offer may be accepted by performance of the condition named in the offer. offer established a condition precedent to the reward- had to buy the ball AND use the ball AND get sick in order to claim the reward • Contract formed when she bought the ball BUT payment not required until she gets sick

Hawkins v. McGee

Compensation will be the difference between the value of the hand as promised and the value of the hand as it ended up expectation damages is usual in k case

def of k

Contract - promise that the law recognizes as binding; promise the law gives remedy for its breach

• Restitution o

Deprive promisor of any benefit they have received from the bargain

Loveless v. Diehl

Equity courts should award specific performance "as a matter of course" and especially when the subject of the contract is real property or an interest in real property.

§ 32. Invitation Of Promise Or Performance

In case of doubt an offer is interpreted as inviting the offeree to accept either by promising to perform what the offer requests or by rendering the performance, as the offeree chooses.

civil law is even more confusing.

It can mean (1) legal systems based on Roman law, as obtain in France, Germany, the rest of Continental Europe, and most of the world that is not England or formerly English; (2) law that is not criminal (e.g., "this is a civil matter, not a criminal matter"); (3) law that is secular and not religious (e.g., "the matter is not just for the Church and should be reported to the civil authorities"); (4) technically, within a civil law system, a matter that is between citizens, as opposed to involving merchants (who are governed by commercial law) or the government (constitutional law, administrative law, etc.).

the mailbox rule

Mailbox Rule - default rule but can be changed - acceptance is effective upon dispatch Once mailbox is shut - contract Even if you never get acceptance - still have a contract Implied term is that you receive acceptance in time to do the painting - Cannot revoke offer after mailing of acceptance but before receipt - Is there a contract when acceptance lost in transit o Yes - What if offeree wants to revoke acceptance o Already a contract once they send o Buyer signs P & S and mails it to sellers, sellers sign and return it. Before arrives, sellers call and say no contract Still a contract Offeror is master of the offer • They can set how acceptance works o Oferee can recapture acceptance before receipt - there is still K but offeror cant enforce K they don't know about o Offeree sends recovation received by offeror before acceptance - still K o BUT Can be offer to revoke that other party can accept May bar/estop offeree from suiing to enforce K May be considered repudiation of K Such repudiation may justify offeror in avoiding K and demanding that assuanrace that performance will be forthcoming

restatement - def of mutual assent

Manifestation of mutual assent to an exchange requires that each party either make a promise or begin or render a performance.

Dickinson v Dodds

Revocation can be communicated by a third party - Offers can be revoked before acceptance -Other party must know about revocation - don't have to tell other party if they already know -- An offer including an option for acceptance is simply an offer and can be revoked at any time before acceptance. - meeting of the minds -objective theory of assent

when cisg applies

TEXT OF ARTICLE 1 (1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States: (a) when the States are Contracting States; or (b) when the rules of private international law lead to the application of the law of a Contracting State. (2) The fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract. (3) Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention.

• If it is best to assume that the attempts to revise Articles 2, 2A, and 2B never happened, why mention it?

The answer is that for a number of years many people assumed those attempts at revision would eventually become the law. Some sources (especially on the Internet, but also some books) have versions of Article 2 etc. that are not the law; those sources were published when the revision prospects looked more hopeful. Students sometimes search the Internet, find a version of Article 2 with a date of 2000 or after, and figure that is the latest version. But they are looking at something that never got adopted anywhere, and this causes them great trouble.

restatement K 1st

The first strategy of the ALI was to attempt to give a clear, up-to-date statement of what the common law was at the time, and the first subject it addressed was contracts. drafted by Williston with the help of Corbin

cisg remedies for seller

The seller may require the buyer to pay the price, take delivery or perform his other obligations, unless the seller has resorted to a remedy which is inconsistent with this requirement.

when cisg does not apply

This Convention does not apply to sales: (a) of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use; (b) by auction; (c) on execution or otherwise by authority of law; (d) of stocks, shares, investment securities, negotiable instruments or money; (e) of ships, vessels, hovercraft or aircraft; (f) of electricity.

§ 65. Reasonableness Of Medium Of Acceptance

Unless circumstances known to the offeree indicate otherwise, a medium of acceptance is reasonable if it is the one used by the offeror or one customary in similar transactions at the time and place the offer is received.

UCC 2-308 Absence of Specified Place for Delivery

Unless otherwise agreed (a) the place for delivery of goods is the seller'splace of business or if he has none his residence; but (b) in a contract for sale of identified goodswhich to the knowledge of the parties at the time of contracting are in some other place, that place is the place for their delivery; and (c) documents of title may be delivered through customary banking channels.

ucc 2-102 Scope; Certain Security and Other Transactions Excluded From This Article.

Unless the context otherwise requires, this Article applies to transactions in goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this Article impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.

§ 63. Time When Acceptance Takes Effect

Unless the offer provides otherwise, (a) an acceptance made in a manner and by a medium invited by an offer is operative and completes the manifestation of mutual assent as soon as put out of the offeree's possession, without regard to whether it ever reaches the offeror; but (b) an acceptance under an option contract is not operative until received by the offeror.

Nurse v. Barns

Where an agreement for consideration is breached, a jury award is not limited to the value of the consideration. - can give more

who adopted ucc

all but LA

ucc 347 - measure of damages

can bet expectection damages - loss in value plus -incidental or consiquential loss caused by breach minus - cost or lost he avoided by not having to perform

judge easterbrook

conservative formalist

Option contract -

contract to not revoke an offer An option contract is a promise which meets the requirements for the formation of a contract and limits the promisor's power to revoke an offer.

judge wiliston legal beliefs

formalist

williston

formalist

do courts take account of loss of opportunity in reliance

generally no

restitution in equity

give back tp p what belongs to him

usual damages in equity

injunction - personal order directed to D special performance is a type of injunction - compels D to perform k

when do you usually get specific performance

land

corbin

legal realist

Ardente v. Horan

mirror image rule - to determine if there even is K --If things are added - it is a rejection and counter offer Or terms are varied - it is a rejection and counter offer - need unequivocal acceptance

Farnsworth

neoclassicalist

in us do you have to negotiate in good faith

no - only whne k formed

second restatement - 4

o Allan Farnsworth (1928-2005) of Columbia took over from him. Although the Second Restatement updates the first one and reflects the influence of the UCC, it is not the same as the UCC because it still reflects common law rules that apply to contracts other than those for the sale of goods. o First Restatement and the Second Restatement: they are the product of different times and different philosophies, and a relatively rigid rule in the first may reappear in tempered form in the second, with various factors to consider before deciding one way or another. o Like the first, the Second Restatement has received widespread acceptance. Although it is not enacted law like the UCC, it is at least a helpful summary of the modern common law of contract and is particularly useful in a Contracts course whose scope is nationwide o The Institute in 2010 completed the Restatement (Third) of Restitution and Unjust Enrichment (an area that is traditionally denominated quasi-contract and that will receive some of our time).

in general ucc nationwide, why generally - 3

o First, a legislature that adopts, say, Article 9—and every single state has adopted Article 9—might change the uniform text here or there. These changes are called nonuniform amendments, and in the case of Article 9, every state has made some nonuniform amendments. o Second, case law continues to be relevant in a couple of ways. Most obviously, as you will soon see, not all of the provisions of the UCC are crystal clear. UCC, unlike Continental codes and their progeny, does not attempt to be comprehensive o Third, the UCC has been revised and amended over the years. Not all states have adopted all revisions and amendments.

• Reliance

o Put promise back in position they would be in had their been no K o Compensate for costs the person had made

• Expectation

o Put promise in position they would be in had K been kept

presumed remedy in civil law

specific performance

is k state law or federal

state

are comments of ucc persuasive

technically

restatement requirements for a bargain

§ 17. Requirement Of A Bargain (1) Except as stated in Subsection (2), the formation of a contract requires a bargain in which there is a manifestation of mutual assent to the exchange and a consideration. (2) Whether or not there is a bargain a contract may be formed under special rules applicable to formal contracts or under the rules stated in §§ 82- 94.

restatement - conduct as manifestation of assent

§ 19. Conduct As Manifestation Of Assent (1) The manifestation of assent may be made wholly or partly by written or spoken words or by other acts or by failure to act. (2) The conduct of a party is not effective as a manifestation of his assent unless he intends to engage in the conduct and knows or has reason to know that the other party may infer from his conduct that he assents. (3) The conduct of a party may manifest assent even though he does not in fact assent. In such cases a resulting contract may be voidable because of fraud, duress, mistake, or other invalidating cause.

UCC 2-206 Offer and Acceptance in Formation of Contract

§ 2-206. Offer and Acceptance in Formation of Contract. (1) Unless otherwise unambiguously indicated by the language or circumstances (a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances; (b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer. (2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.

UCC 2-310: Open Time for Payment or Running of Credit; Authority to Ship Under Reservation

§ 2-310. Open Time for Payment or Running of Credit; Authority to Ship Under Reservation. Unless otherwise agreed (a) payment is due at the time and place at which the buyer is to receive the goodseven though the place of shipment is the place of delivery; and (b) if the seller is authorized to send the goods he may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract (Section 2-513); and (c) if delivery is authorized and made by way of documents of title otherwise than by subsection (b) then payment is due at the time and place at which the buyer is to receive the documents regardless of where the goodsare to be received; and (d) where the seller is required or authorized to ship the goods on credit the credit period runs from the time of shipment but post-dating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period .

ucc § 2-712. "Cover"; Buyer's Procurement of Substitute Goods.

§ 2-712. "Cover"; Buyer's Procurement of Substitute Goods. (1) After a breach within the preceding section the buyer may "cover" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller. (2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (Section 2-715), but less expenses saved in consequence of the seller's breach. (3) Failure of the buyerto effect cover within this section does not bar him from any other remedy.

UCC 2-713 (Buyer's Damages for Non-Delivery or Repudiation)

§ 2-713. Buyer's Damages for Non-delivery or Repudiation. (1) Subject to the provisions of this Article with respect to proof of market price (Section 2-723), 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 breach and the contract price together with any incidental and consequential damages provided in this Article (Section 2-715), but less expenses saved in consequence of the seller's breach. (2)Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.

UCC 2-714 (Buyer's Damages for Breach in Regard to Accepted Goods)

§ 2-714. Buyer's Damages for Breach in Regard to Accepted Goods. (1) Where the buyer has accepted goods and given notification (subsection (3) of Section 2-607) he may recover as damages for any non-conformity of tender the loss resulting in the ordinary course of events from the seller'sbreach as determined in any manner which is reasonable. (2) The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goodsaccepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount. (3)In a proper case any incidental and consequential damages under the next section may also be recovered.

UCC 2-715 Buyer's Incidental and Consequential Damages

§ 2-715. Buyer's Incidental and Consequential Damages. (1) Incidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goodsrightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach. (2) Consequential damages resulting from the seller'sbreach include (a) any loss resulting from general or particular requirements and needs of which the sellerat the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and (b) injury to person or property proximately resulting from any breach of warranty.

UCC 2-716 Buyer's Right to Specific Performance or Replevin

§ 2-716. Buyer's Right to Specific Performance or Replevin. (1) Specific performance may be decreed where the goodsare unique or in other proper circumstances. (2)The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just. (3) The buyer has a right of replevin for goods identified to the contractif after reasonable effort he is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered.

restatement 2nd K - mode of assent

§ 22. Mode Of Assent: Offer And Acceptance (1) The manifestation of mutual assent to an exchange ordinarily takes the form of an offer or proposal by one party followed by an acceptance by the other party or parties. (2) A manifestation of mutual assent may be made even though neither offer nor acceptance can be identified and even though the moment of formation cannot be determined.

Restatement contracts 24 - offer denied

§ 24. An offer is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.

Restatement contracts 24 - preliminary negotiation

§ 26. Preliminary Negotiations A manifestation of willingness to enter into a bargain is not an offer if the person to whom it is addressed knows or has reason to know that the person making it does not intend to conclude a bargain until he has made a further manifestation of assent.

restatment 27§ 27. Existence Of Contract Where Written Memorial Is Contemplated

§ 27. Existence Of Contract Where Written Memorial Is Contemplated Manifestations of assent that are in themselves sufficient to conclude a contract will not be prevented from so operating by the fact that the parties also manifest an intention to prepare and adopt a written memorial thereof; but the circumstances may show that the agreements are preliminary negotiations. Manifestations of assent that are in themselves sufficient to conclude a contract will not be prevented from so operating by the fact that the parties also manifest an intention to prepare and adopt a written memorial thereof; but the circumstances may show that the agreements are preliminary negotiations.

restatement 29 to whom an offer is addressed

§ 29. To Whom An Offer Is Addressed (1) The manifested intention of the offeror determines the person or persons in whom is created a power of acceptance. (2) An offer may create a power of acceptance in a specified person or in one or more of a specified group or class of persons, acting separately or together, or in anyone or everyone who makes a specified promise or renders a specified performance.

restatement 33 certainty

§ 33. Certainty (1) Even though a manifestation of intention is intended to be understood as an offer, it cannot be accepted so as to form a contract unless the terms of the contract are reasonably certain. (2) The terms of a contract are reasonably certain if they provide a basis for determining the existence of a breach and for giving an appropriate remedy. (3) The fact that one or more terms of a proposed bargain are left open or uncertain may show that a manifestation of intention is not intended to be understood as an offer or as an acceptance.

restatemnet 35 - offeree's power of acceptance

§ 35. The Offeree's Power Of Acceptance (1) An offer gives to the offeree a continuing power to complete the manifestation of mutual assent by acceptance of the offer. (2) A contract cannot be created by acceptance of an offer after the power of acceptance has been terminated in one of the ways listed in § 36.

§ 36. Methods Of Termination Of The Power Of Acceptance

§ 36. Methods Of Termination Of The Power Of Acceptance (1) An offeree's power of acceptance may be terminated by (a) rejection or counter-offer by the offeree, or (b) lapse of time, or (c) revocation by the offeror, or (d) death or incapacity of the offeror or offeree. (2) In addition, an offeree's power of acceptance is terminated by the non-occurrence of any condition of acceptance under the terms of the offer.

§ 37. Termination Of Power Of Acceptance Under Option Contract

§ 37. Termination Of Power Of Acceptance Under Option Contract Notwithstanding §§ 38-49, the power of acceptance under an option contract is not terminated by rejection or counter-offer, by revocation, or by death or incapacity of the offeror, unless the requirements are met for the discharge of a contractual duty.

§ 42. Revocation By Communication From Offeror Received By Offeree

§ 42. Revocation By Communication From Offeror Received By Offeree An offeree's power of acceptance is terminated when the offeree receives from the offeror a manifestation of an intention not to enter into the proposed contract.

what 2 preliminary things make ucc

• ALI And ULC Make UCC

contract formation - 2 things

• Agreement (mutual assent) • Consideration - bargain for exchange

article 1 ucc

• Article 1 contains the general provisions that apply throughout all of the other Articles of the Code. It contains definitions and overarching principles.

article 2 of ucc

• Article 2 of the Uniform Commercial Code, which is the Article that governs sales of goods and which will receive much of our attention, has now been adopted by every state except Louisiana.

Types of remedies

• Damages • Specific performance • Injunctions

cisg rundown

• Presumed law - specific performance • No parole evidence • No statute of frauds • to efforts at making international contract law. The most successful effort has been the United Nations Convention on Contracts for the International Sale of Goods (CISG). • Under the Supremacy Clause of the Constitution, U.S. CONST. art. VI, cl. 2, the CISG preempts other law, including the ordinary American law of contract, whether from the common law, the UCC, or elsewhere. • As of August 18, 2016, eighty-four countries have done so—much, but hardly all, of the world. • . First, it is part of the American law of contract, which is the subject of our course. Second, the treaty is an interesting compromise between the civil law and the common law with respect to sales contracts. It is a reminder that the American approach is not the only approach, or necessarily the best approach.

Copeland v Baskin Robbins

• Whether the promise to negotiate to agree is an enforceable contract • Yes, reliance damages - precontractual liability