CONTRACTS AND SALES CHARTS 1.

CMR
APPROACH IS THERE AN ENFORCEABLE CONTRACT?
CHART

Offer (promise, undertaking, or

commitment with definite and certain
terms communicated to offeree)

Mutual Assent and

E Acceptance before termination by

L revocation, rejection, or operation of law
E
M
E
N
T Bargained-for exchange of something
S of legal value
O Consideration or
F

C Substitute for consideration, such as

O promissory estoppel, detrimental
N reliance, or good faith modification
T under the U.C.C.
R
A
C
T Mistake (mutual or, under certain
conditions, unilateral)

or

Lack of capacity (makes contract void

or voidable)
No Defenses

or

Illegality (usually renders contract void)

or

Statute of Frauds
 2. CONTRACTS AND SALES CHARTS

CMR
EXAMPLE EFFECT OF REJECTION OR REVOCATION ON OFFER
CHART

OFFEREE SENDS ACCEPTANCE, THEN REJECTION

Offeror: sends offer receives acceptance receives rejection CONTRACT

CASE timeline Mailbox Rule
1 applies
Offeree: sends acceptance sends rejection

receives rejection and

Offeror: sends offer detrimentally relies on it receives acceptance
NO CONTRACT
CASE timeline Exception to
2 Mailbox Rule
Offeree: sends acceptance sends rejection

NO CONTRACT
OFFEREE SENDS REJECTION, THEN ACCEPTANCE Mailbox Rule
does not apply;
Offeror: sends offer receives rejection receives acceptance whichever
CASE timeline received first
1 controls
Offeree: sends rejection sends acceptance

Offeror: sends offer receives acceptance receives rejection CONTRACT

CASE Mailbox Rule
timeline
2 does not apply;
Offeree: sends rejection sends acceptance whichever
received first
controls

OFFEROR SENDS OFFER, THEN REVOCATION

CONTRACT
Mailbox Rule
Offeror: sends offer sends revocation
applies;
CASE timeline revocation
1 effective only on
Offeree: sends acceptance receives revocation
receipt

Offeror: sends offer sends revocation

NO CONTRACT
CASE timeline Receipt of
2 revocation
Offeree: receives revocation sends acceptance
terminates
power of
acceptance
 CONTRACTS AND SALES CHARTS 3.

CMR
APPROACH PERFORMANCE OF CONTRACT
CHART

Is there a condition to No
a party’s performance
in the contract? The party has an
absolute duty to
perform. Has the duty
been discharged by: No
Yes Performance
– Performance due or party is
– Impossibility in breach.
– Impracticability
Has the condition been Yes
– Frustration of purpose
excused?
– Mutual rescission
– Release
– Modification
– Accord and satisfaction
– Novation or
No – Lapse?
Yes

Has the condition been

satisfied?

Yes

No

The party has no Party’s contractual

present absolute duties have been
duty to perform. discharged.
4. CONTRACTS AND SALES CHARTS

CMR
APPROACH ACCEPTANCE WITH ADDITIONAL TERMS
CHART

If the response to an offer is an No

acceptance or confirmation, does Offer accepted
it propose additional terms?

Yes

No Offer rejected and

Is the contract for the sale of goods? counteroffer made

Yes
No
Are the parties merchants?

Yes

Did the offer limit acceptance to Yes Contract formed but the
its terms? additional terms are not
included

No

Do the terms materially alter the Yes

contract?

No

Yes
Did the offeror object to the new
terms in a reasonable time?

No

Contract formed
including the
additional terms