Law Outlines Contracts Outlines
This outline packet comprehensively explains one of the most difficult legal subjects. Topics include: offers, acceptance, interpreting terms, modifying contracts, parol evidence, performance, breach, and remedies. The outline includes UCC rules and caselaw, as well as rules from the Restatement. This packet also includes an outline of the E&E for contracts, as well as an outline for the bar exam (MBE and UBE). Everything you need to ace your exam!...
The following is a more accessible plain text extract of the PDF sample above, taken from our Contracts Outlines. Due to the challenges of extracting text from PDFs, it will have odd formatting:
E&E Contracts Outline
Basic Attributes of the Contractual Relationship
Important policy concerns
Individual autonomy
Reinforced by pragmatic consideration that economic intercourse is most efficient when its participants desires it and are free to bargain with each other to reach mutually desirable terms
Imbalance of bargaining power and adhesion
Exercise of equal autonomy
“Take it or leave it” = contracts of adhesion
Less powerful party has no choice but to adhere to the proffered terms
Although significant imbalance in bargaining power does diminish the contractual autonomy of the weaker party, the general approach of the law is to recognize that such an imbalance is an inevitable feature of a market economy
But court can prevent abuse
Moral: Pacta Sunt Servanda (agreements must be kept)
Accountability for conduct and reliance
Person’s manifestation of assent through words/conduct is given much more weight than her testimony regarding her actual intentions
Volition measured by the state of mind as made apparent to the outside world
Security of contracts (general aspect of reliance)
Contract law is not merely a set of rules, but is an instrumentality for achieving social policy
UCC
Article 2: sale of goods
UCC 2.106(1): sale = the passing of title from the seller to the buyer for a price
Not a lease
Not a donation
UCC 2.105(1): goods = movable things, including manufactured goods, livestock, and growing crops
Copyrights = goods
Insurance policies, real property, shares in a corporation = not goods
Licensing of software = ambiguous
Hybrids
Predominant purpose test
Better than the Gravamen test (apply article 2 if the issue arises out of the goods component)
Examples of Divergence between common law and UCC
Implied warranty may exist if the transaction is a sale of goods, but not if its not
K may have to be recorded in a signed writing if it is a sale of goods, but may not if not
Statute of limitations may differ depending on whether transaction is a sale of goods
Basic Principles of Offer and Acceptance
A person is accountable for behavior that signifies assent
In the absence of compelling contrary indications, assent is legally sufficient if each party, by the deliberate use of words or conduct, manifested agreement to be contractually bound
R2 2: promise is a manifestation of intent by the promisor that justifies the promisee in understanding that a commitment has been made
R2 3: agreement is a manifestation of mutual assent
R2 19, 20: holds parties liable for deliberate manifestations by words or conduct, made with reason to know that they will create a reasonable impression of assent
UCC Article 2 does not specifically address the objective test, therefore under 1.103(b), common law applies
Lack of serious consent
Lucy v. Zehmer: under objective test, court found that Lucy was earnest and had no reason to believe that Zehmer was not
When to apply the rules of O&A
To determine if a contract came into existence at all where the parties dispute whether their communications resulted in the formation of K
Even if it is settled that a K was formed, a determination of which communication constituted the offer, and which was the acceptance, can resolve a dispute about he content of the K
To the determination of which state’s law governs the K or which state’s courts have jurisdiction to hear a dispute over the K
Common law model
Offeror creates a power of acceptance in the offeree
Offeree can either signify acceptance K
Wait too long no K
Counteroffer
Original offeror accepts = K on terms of counteroffer
Original offeror rejects = no K
Original offeror makes counter offer to infinity
UCC
2.204 – court should focus on the existence of agreement between the parties, whether shown by words or conduct, and if agreement is apparent, the court should not be concerned about technicalities but should do what it can to uphold and enforce the K
2.206 – eschews technical rules on the manner and medium of acceptance and emphasizes that an offer should be interpreted as inviting acceptance by any reasonable mode unless the offer or circumstances make it clear that the mode is restricted
Offer vs. Preliminary Proposals
R2 24: offer = 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. Elements:
Offer must be communicated to offeree (manifested)
Offer must indicate a desire to enter into a K: specify the performances to be exchanged and the terms that will govern the relationship
Offer must be directed at some person/group
The offer must invite acceptance
Offer must engender the reasonable understanding that acceptance will create the K
Preliminary proposal: tentative expression of interest in transacting, an invitation to make an offer, or a request for info that may lead to an offer.
If the proposal reserves to the proponent the final say on whether to be bound, it is not an offer but merely a preliminary communication
Indica
Words used in the communication
Terms of art (offer, quote, proposal) are helpful
Communications that omit significant terms are less likely to be offers. Comprehensiveness and specificity of the terms in the communication are an important clue to its intent
Relationship of the parties. Previous dealings. Prior communications in this transaction.
Trade practices/usages
Lefkowitz v. Great Minneapolis Surplus: terms of ad were clear, definite, explicit, and left nothing open for negotiation. Therefore the ad qualified as an offer.
Expiry of the offer
Must b accepted within a reasonable time.
Standard rule: if parties are in each other’s presence, reasonable time concludes when they part
If not in person, then look to…
The nature of the transaction
The relationship of the parties
Any course of dealing, custom, or trade usage
Means of communication...
Buy the full version of these notes or essay plans and more in our Contracts Outlines.
This outline packet comprehensively explains one of the most difficult legal subjects. Topics include: offers, acceptance, interpreting terms, modifying contracts, parol evidence, performance, breach, and remedies. The outline includes UCC rules and caselaw, as well as rules from the Restatement. This packet also includes an outline of the E&E for contracts, as well as an outline for the bar exam (MBE and UBE). Everything you need to ace your exam!...
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