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contracts 1 outline

He contracts to sell it to Emma for $1. It wins, and is worth $ million. Emma wants the ticket; Adler claims mutual mistake—both parties thought it was a worthless ticket, but turned out to be valuable. Emma would win without question. Contract Law Outline. 1-Page Outlines - Your Key to Exam Success As you progress through the semester, stop at the end of each unit of your syllabus to organize your notes Specifically, extract the relevant rules that you have covered during the unit and create a short outline of just the rules - this is what you'll apply on your actual exam. You may find it helpful to organize your notes into a longer outline. View Notes - Contracts 1 Outline from LAW at University Of Arizona. 1 CONTRACTS OUTLINE Stephen Hunt, Jr. Contracts-Promise or set of promises that the law will enforce or recognize in75%(4).


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A contract is formed in any transaction in which one or both parties make a legally enforceable promise. A promise is a contracts 1 outline or undertaking that a given event will or will not occur in the future and may be express or implied from conduct or language and conduct. A promise is legally enforceable where it:, contracts 1 outline.

Article 2 of the Uniform Commercial Code covers all transactions for the sale of goods other than securities article 9 and leases article 2A. It applies to any party; it is not limited to merchants although individual provisions may be.

Under the UCC, a "good" is any tangible thing that is moveable. Contracts that involve both goods and services must be evaluated to see which constitutes the primary purpose of the contract, contracts 1 outline, with the secondary purpose being treated as incidental.

If the primary function of the contract is to provide a service, the UCC does not apply, even if an incidental sale of goods occurs. A "merchant" is one "who deals in contracts 1 outline of the kind or otherwise by his occupation holds himself out as having knowledge or skill particular to the practices or goods involved in the transaction" or who employs an agent or broker in such occupation.

Every contract for the sale of goods imposes an obligation of good faith dealing on all parties in its performance and enforcement. Contract formation requires mutual assent to the same terms by the parties, generally manifested by an offer and acceptance see chapters 3 and 4. Current law favors an objective standard for determining a party's intent to be contractually bound. Thus, in general, communications are given the meaning that the recipient of the communication should have reasonably understood.

Nevertheless subjective intent is relevant in determining whether the parties intended to be bound. Without such subjective intent, there is no contract.

Non-goods contracts, according contracts 1 outline the Restatement, must include terms that are contracts 1 outline definite and certain; goods contracts, on the other hand, do "not fail for indefiniteness even if one or more terms are left open if the parties intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. In contracts for the sale of goods, contracts 1 outline, any legally effective communication sent by electronic means has effect upon contracts 1 outline by the intended recipient's electronic system, e.

An offer is a manifestation of an intent to be contractually bound upon acceptance by another party. An offer creates in the offeree the power to form a contract by an appropriate acceptance. The following types of communications, which do not manifest an intent to be contractually bound, do not constitute offers:.

In an auction with reserve, the auctioneer solicits contracts 1 outline in the form of bids. However, if the auction is announced to be "without reserve," the auctioneer's request for bids or his statement that an item will go to the highest bidder will be deemed an offer.

If the offer has a stated time within which the acceptance must be made, any attempted acceptance after the expiration of that time will fail and will merely constitute a counter-offer by the offeree, contracts 1 outline. If no specific time is stated within which the offeree must accept, it is assumed that the offeror intended to keep the offer open for a reasonable period of time, to be determined based on the nature of the proposed contract, trade usage, prior dealings and other circumstances of which the offeree knows or should know.

Generally, the time for accepting an offer begins to run from the time it is received by the offeree. If there was a delay in delivery of the offer of which the offeree is aware, the usual inference is that the time runs from the date on which the offeree would have received the offer under ordinary circumstances.

Generally, courts hold that in telephonic or face-to-face communications in which an offer is made, the offer lapses when the conversation terminates in the absence of a clear indication that the offer remains open beyond the conversation. With limited exceptions see [2] belowcontracts 1 outline, an offer is generally revocable at any time prior to acceptance, contracts 1 outline. An offer may be revoked by any words that communicate to the offeree that the offeror no longer intends to be bound.

An offer is also revoked by action that is inconsistent with the intent to contracts 1 outline bound once the offeree learns of such inconsistent action. However, the offeree's mere preparation to perform does not preclude the offeror from contracts 1 outline. A revocation is effective upon receipt by the offeree. However, a few jurisdictions e. Traditionally, the nature of the contract dictated whether the offer could be accepted by a return promise or by actual performance of the promised act.

In a unilateral contract, the offer empowers contracts 1 outline offeree to only accept by complete performance of the promise. The offeree's failure to perform does not constitute a breach since no contract is formed until the offeree renders full performance. In a bilateral contract, the offers empower the offeree to only accept by return promise. Bilateral contracts are formed upon the giving of the promise to perform an contracts 1 outline in the future, and failure to fulfill such promise results in breach.

Under the modern approach, an offer invites acceptance by any means reasonable under the circumstances, unless otherwise indicated by language or circumstances. A contract may be formed even if an offer clearly indicates that acceptance is to be by promise if: 1 the offeree begins to perform, in lieu of making the required promise; and 2 the offeror learns of the commencement of performance and acquiesces to such manner of acceptance.

The common law holds that one who receives goods with knowledge or reason to know that they are contracts 1 outline offered for a price is bound by the terms of the offer contracts 1 outline he exercises dominion or control over such goods or engages in any other act inconsistent with the offeror's ownership. If the act wrongs contracts 1 outline offeror, contracts 1 outline, it is deemed a valid acceptance only if ratified by the offeror.

Similarly, one who receives benefits from services that he knows or has reason to know are being offered with the expectation of compensation, and where he has a reasonable opportunity to reject them, is liable for the reasonable value or stated value of such services. The offeror is entitled to notice of the acceptance. Thus, even if the offeree effectively accepts an offer and a contract is formed, failure by the offeree to notify the offeror of the acceptance within a reasonable time may preclude the offerer from enforcing the contract.

Under common law, where an offer invites acceptance by performance, no notice is required to make the acceptance effective, unless the offeror so specifies. In transactions for the sale of goods, contracts 1 outline, where commencement of performance is a reasonable mode of acceptance, if the offeror is not notified of acceptance within a reasonable time, he may treat the offer as having lapsed contracts 1 outline to acceptance.

Where the offeree accepts by promise, the offeree must exercise reasonable diligence to notify the offeror of the acceptance or ensure that the offeror seasonably receives the acceptance. A number of approaches are applied to communications that are intended as an acceptance but sent after the offer expires:. Under the "mirror image" rule, applied in common law transactions, contracts 1 outline, an acceptance must conform to the terms set forth in the offer.

No contract is formed if the acceptance contains terms that are different from or additional to those set forth in the offer. Such communication merely constitutes a counter-offer, contracts 1 outline. The formation of a contract is generally precluded even if the discrepancy is trivial, although courts are now increasingly giving effect to an acceptance if the additional or different terms relate to an immaterial detail. A contract is formed if the offeree unequivocally accepts the offeror's terms, despite a simultaneous suggestion of alternative terms, contracts 1 outline.

Such circumstances merely contracts 1 outline an attempt to modify the terms of an already formed contract based on the original terms, as long as the acceptance is not contingent on the offeror accepting the proposed changes.

The UCC rejects the mirror image rule. It give effect to a definite and seasonable expression of acceptance even though it contains additional or different terms from those offered, contracts 1 outline, unless the offeree expressly makes the acceptance conditional on the offeror's assent to the different or additional terms.

In contracts where at least one party is a non-merchant, if the offeree unambiguously accepts but states additional terms, contracts 1 outline, the terms are construed as contracts 1 outline proposals contracts 1 outline modification and the terms of the existing contract are those set forth in the offer. Regardless of the nature of the parties, terms in a contract under the UCC are those that: 1 appear in the records of both parties; 2 are agreed to by both parties, whether or not contained in a record; and 3 are supplied by the UCC by default or gap filler provision.

Section is silent regarding the treatment of different terms but some authorities suggest that they require the offeror's assent, regardless of the merchant-status of the parties. Where an offer is communicated by an electronic program and the offeree has reason to know that he is dealing with contracts 1 outline electronic agent not programmed to responds to additional terms or queries, any additional or different terms stated in the acceptance are ineffective.

A requirement contract is one in which the term of quantity to be delivered is measured by the needs of the buyer, contracts 1 outline.

In such contracts, the buyer is not contracts 1 outline to buy from a third-party supplier; the seller must deliver the required amount of product to the buyer but any excess produced may be sold to third parties. An output contract measures the contract quantity by the output of the seller. The seller is not permitted to sell any of its products to a third party; the buyer must purchase all of the seller's output but may purchase from third party suppliers any excess it needs beyond the seller's output.

In transactions governed by the CISG, a trivial variation of terms in an acceptance from those set forth in the offer does not prevent the formation of a contract unless the offeror objects. A contract is formed with agreed terms and any standard terms that are not knocked out due to inconsistency.

However, contracts 1 outline, if one party objects to the knocking out of any of its standard terms, no contract is formed. Applying a similar approach to the common law "last shot" rule, the UCITA provides that where a purchaser offers to license software, if an acceptance by the software licensor contains materially different terms, and the software is delivered to the offeror, the terms of the acceptance govern.

A rejection of an offer by the offeree is effective when received by the offeror. If an offeree dispatches more than one response to an offer, regardless of whether the rejection is sent before or after the acceptance, if the rejection is received later than when the acceptance was dispatched, contracts 1 outline contract is formed since an acceptance is effective upon dispatch but a rejection is effective upon receipt. Nevertheless, estoppel may operate to bar enforcement of such a contract where the offeror receives the rejection before the acceptance, and acts in reliance on such rejection.

Standard terms presented on or within product packaging present special problems with respect to contract formation. Cases are divided on whether a purchaser is bound by an arbitration clause contained in a limited warranty that is packed within the product box and shrinkwrapped at the factory where the purchaser is unaware of such clause, contracts 1 outline.

Compare Hill v. GatewayF, contracts 1 outline. Gateway, F. Similarly, when a shrinkwrap package containing a software program contains a printed warning to the effect that unwrapping the package constitutes consent to the terms of the license contained therein, jurisdictions are split as to the binding effect of such license terms on the purchaser.

Compare ProCD v. Zeidenberg, 86 F, contracts 1 outline. Network Trade Ctr. Utah terms not upheld. At least one court has held that if a purchaser is unaware of contracts 1 outline terms printed on the box because the transaction was conducted over the telephone, with no mention by the seller's representative of the license terms, contracts 1 outline, such terms were not binding on the purchaser. Step-Saver Data Systems v.

Wyse Technologies, F, contracts 1 outline. Where software is downloaded from the internet, with the licensee being required to click on the "I agree" button indicating agreement to the licensor's terms, such conduct is deemed to be a binding acceptance of the licensor's offer.

Netscape, F. Consideration requires a bargained exchange in which each party incurs a legal detriment, contracts 1 outline.

Contracts 1 outline is a bargained-for performance or return promise which is given by the promisee in exchange for the promisor's promise. Consideration need not be furnished by or to the parties themselves as long as it is part of the bargained exchange. Even if the promisor's promise induced performance or a return promise by the promisee, if such inducement was not sought by the promisor, there is no bargained exchange. In such circumstances, the promise is merely an unenforceable gift.

Under the pre-existing duty rule, a promise regarding a pre-existing obligation to the other party does not constitute a legal detriment. Adequacy of consideration relates to whether the bargain involves an exchange of equal value. Generally, contracts 1 outline, however, courts do not concern themselves with whether consideration is adequate, honoring the concept of freedom of contract.

On the other hand, courts do require consideration to be "sufficient", which relates to whether there is a legal detriment incurred as part of a bargained exchange of promises or performances. If a bargain gives a party a choice of alternative obligations, each alternative on its own must constitute sufficient consideration for the return promise.

Forbearance of an invalid claim or defense may also serve as consideration if the proponent of such claim or defense had a good faith belief in its validity and if there exists an objective uncertainty as to its validity. Generally, a promise to pay a lesser amount than is owed or to partially perform a pre-existing obligation does not constitute a legal detriment since the promisor is merely doing that which he is already obligated to do.

 

Lessons by Subject Outline - Contracts | CALI

 

contracts 1 outline

 

Use Quimbee’s Contracts Outline and Quickline to ace your law school exam in contracts or supplement your preparation for the Multistate Bar Examination (MBE). Professionally written and fully accessible 24/7 on desktop, tablet, and mobile devices, Quimbee’s Contracts Outline covers contract. Contracts I Final Exam Outline! I. Mutual Assent 7! (a) Intention to be Bound (i) Three justifications for contractual liability (b) Offer and Acceptance — Bilateral (i) Classical offer and acceptance process (ii) Mailbox rule (iii) Basic option contract principles (c) Offer and Acceptance — Unilateral. ii. CONTRACTS AND SALES (a) Quantity Cannot Be Unreasonably Disproportionate. 6 (b) Established Business vs. New Business 6.