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Contracts

Formation Defenses
Interpretation & Terms Remedies
Performance & Breach

Application of law: Common law vs. UCC


Infancy Doctrine Statute of Frauds
Unconscionability Duress

1) Whose Mental Incapacity Misrepresentation &


UCC Common law UCC (sale of goods
Meaning Parol Evidence Rule Implied Terms Good Faith Nondisclosure
Common Law /sale of land)
Controls & 2) what was that party's meaning?
Cognitive vs.
Volitional Test

Mutual Assent- Offer & Acceptance; certainty (clarity) Defenses Based on


Changed Circumstances

Bilateral Contracts Unilateral Contracts


Force Majeure Clause
Rest. 201 Interpretive Maxims Intrinsic Evidence Extrinsic Evidence

Consideration (bargained-for exchange) OR Promissory Estoppel


Impossibility Impracticability Frustration

Methods of Termination (Excludes Option Contracts)

Rejection or Death or Incapacity of


Lapse of Time Revocation by Offeror or Offeree
Coutneroffer the Offeror

Wrinkly Wrinkles

Conditional Gifts
Illusory Promises
Recited Consideration

Past Consideration
Moral Consideration Nominal
Consideration

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