CONTRACTS © www.BarEssays.com Legal value Mistake #4.

PERFORMANCE
Pre-existing duty rule Mutual mistake of material fact Sale of goods
#1. IS THERE A VALID K? CL No k if… Perfect tender rule
Offer Exceptions 1. both parties mistaken Buyer’s options
1. an expression of a promise, undertaking or 1. any new/diff consid, 2. about a basic assumption of fact 1. reject all, or
commitment to enter into a k, 2. promise to ratify voidable 3. that materially affects the agmt. 2. accept all, or
2. definite and certain in its terms, and obligation, Unilateral mistake of fact 3. accept some, reject nonconforming ones
3. communicated to offeree. 3. 3rd party promises to pay, Generally no relief for mistake party but… 4. then sue for damages
Present intent to k 4. unforeseen difficulty so severe 1. obvious mistake Cure
Totality of circs excuses perf, 2. where other party knows or should’ve Rejection
Definite and certain terms 5. honest dispute as to duty. known of the mistake or Installment sales k
Sale of land UCC 3. mistake discovered before sig reliance Acceptance
Sale of goods Promissory estoppel/detrimental reliance as sub by other party. Revocation of acceptance
Terminated? Parol evid rule Conditions
Revocation Defenses 1. Evid of prior/contemporaneous agmts Express perf condition
Irrevocable offers SOF 2. that contradict/modify k terms Exception
Option k Marriage, 1 yr, land, executor, goods 3. inadmissible if written k is intended as Constructive
UCC merchant’s firm offer (exceptions), surety (main purpose exception) integrated (complete and final). Excuse (estoppel)
Detrimental reliance Perf for SOF Merger clause Excuse (waiver)
Unilateral k Services k Can never use to change/contradict what k says Discharge of duties
Rejection Sale of goods (except typo). Excuse by other party’s breach
Rejection of option Real estate transfer k Can always use to interpret/explain or establish Sale of goods
Counteroffer Writing for SOF defense (rescission). CL
Conditional acceptance Non-UCC Can only use to say something was left out and Anticipatory repudiation
Additional terms to CL k UCC we need to add for partial integration. 1. unambiguous stmt
Additional terms for sale of goods Exception – answer the damn letter rule Modification 2. that won’t perform
Termination by operation of law Other SOF issues CL; UCC 3. made prior to the time perf is due.
Death/insanity Judicial admission Conduct as source of terms Options
Destruction of subject matter Mod of k Course of perf, course of dealing, custom/usage Rescission
Supervening illegality K provision requiring mod UCC terms Mutual & executory on both sides
Acceptance CL Delivery obligation of seller of goods Modification
1. offeree w/ power of acceptance, UCC Shipment k; Destination k Novation
2. manifests assent to terms of offer, Misrep Risk of loss Accord and satisfaction
3. in a manner prescribed in the offer, 1. Fraudulent or material misrep 1. agmt controls Impossibility
4. communication of acceptance. 2. as to the terms of the k 2. breaching party liable for uninsured loss Excuse by reason of later, unforeseen event
CL mirror image rule 3. plus inducement (causation) 3. if common carrier, S has risk until (objective).
UCC battle of the forms 4. makes k voidable by innocent party if she completion of delivery obligation Damage/destruction of subject matter
Additional terms become part of the k unless justifiably relied. 4. if not common carrier, merchant S has risk Death
1. materially alter k, Illegality of loss until B actually receives & Illegality
2. offer expressly limits acceptance to If illegal nonmerchant S has risk until S tenders. Commercial impracticability
terms of offer, or If legal but purpose illegal Warranties of quality Extreme and unreas difficulty that was
3. offeror rejects w/in reas time. Incapacity Express unanticipated (subjective)
Methods of acceptance Implied affirmation Implied warranty of merchantability Frustration of purpose
Start of perf Liability for necessities 1. goods sold by merchant
Improper perf Unconscionability 2. who deals in goods of this kind #5. REMEDIES
UCC accommodation exception 1. unfair surprise and 3. which are fit for the ordinary purpose Duty to mitigate
Conflicting communication 2. oppressive terms for which such goods are used. Personal service
Mailbox rule 3. tested at time agmt was made. Implied warranty of fitness for a particular Sale of goods
Exceptions Duress purpose Damages
1. offer says otherwise Fraud 1. S has reason to know Compensatory
2. option k 2. the particular purpose for which goods Expectation
3. rejection then acceptance #2. TERMS OF THE K Incidental
Ambiguous terms and
4. acceptance then rejection 3. buyer relies on seller’s skill and Consequential
Consideration No k if… Liquidated damages
1. parties use a material term open to at least judgment in selecting.
1. bargained-for-exchange and Contractual limitations Punitive
2. legal value. 2 reas interpretations and Damages for sale of goods
Bargained-for exchange 2. each attaches diff meaning and #3. 3RD PARTY RIGHTS OR OBLIGATIONS S breaches, B keeps goods
Past or moral consid 3. neither knows or has reason to know term Third party bens S breaches, S keeps goods
Illusory promises is open to at least 2 reas meanings Intended or incidental B breaches, B keeps goods
(If one party knows, then k will be under terms Creditor or donee B breaches, S keeps goods
of innocent party.) Vesting of rights Quasi-contractual relief
Who can sue whom? Non-monetary remedies
Assignment of rights Specific perf
Validity; Exceptions Rescission and restitution
Gratuitous or consideration Reformation
Delegation of duties