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Contracts Exam Attack Outline

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- - -FORMATION- - -
UCC or CL? Predominant purpose test Jannusch
[food truck busi=good] | Princess [boat repair=serv.]
Mutual Assent Offer, Acceptance, Consideration
 Obj. Approach: bound by terms o' what u sign,
absent fraud, duress, or mutual mistake. Ray v. Eurice [duty2read specs] | Allen v. Bissinger
[obj. theo. copy of report] R21
Offer: manifestation of willingness to enter into bargain R24
 Req's: (1) create reason. expectations [or be conspicuous C&J Fert [apparent inside job exclude] R211] (2) certain essential terms: CLprice & subject Walker [lease $ exclude &
undeterminable] R33; UCC- quantity U2-201
(3) communicated by words/conduct R4

Must provide sufficient notice of terms
Hines [browsewrap] cf. DeFontes
[shrinkwrap returnable]
 Indefiniteness:
o UCC- some open terms ok Jannusch [no date ok, if intent to K, conduct, basis for remedy] cf. EC Styberg [too many missing:
ID of parties, subject, consideration, $, #]
o CL-"must be sufficiently definite" Walker
R33; "reasonably believe assent would make K" Brown Machine [response to quote request insufficient]
o LOI: robust good faith in, can be K to make
K, or binding if specific Quake R33
 LOI not K if: usually written; few details in
LoI; req's formal to express all terms;
high $; negs indicate intent to reduce to formal; negs abandoned early in process;
disclaiming party provided few assurances; no reliance by party seeking enforcement
 Not O: price quote EC Styberg U2-204; advert,
preliminary negotiation, invite to make O
Lonergan [ad for land in news] R26

Ad exception: (a) for reward or (b) definite
[esp. quant.], no room for further negotiate, contain present K'ual intent, &
unlikely to be over-accepted Sateriale
[Camel cash] R45 or (c) deliberately mislead into think O exists Izadi [bait&switch] R26
 Usually O: auction bid; construction bid Baird
[offer revoked; use not acceptance]; purchase order Brown Machine U2-207
 Revocation: direct, communicated to offeree
R42; indirect R43 Normile [notif. via realtor,
sold to other]; publication R46
 Irrevocable: parties agreed & paid C for option; PE on option if no consid. Berryman
[buyer relied on unpaid/recital option by collecting investors]; part perform of uni. K
R45 Cook [bonus for commission sales]; firm offer U2-205; subcontractor bid accepted
R87(2) Drennan [unless: obvious mistake,
subcon says revocable, gencon inequitable conduct e.g. bid shopping, or merely estimate not bid]

Acceptance: R50 U2-206
 Modes of A: offeror is master of O- place,
time, manner R60 U2-206(1)
o If unspecified, reasonable A under circumstance U2-206(1)(a)
o Uni. K: part/substantial perform [creates option, prom. estop.] Sateriale | Cook R45
R50(2) U2-206(2); ship goods U2-206(1)(b)
o Bi. K: communicate, silence R69, begin perform, as O req's R60
 MBR: Lonergan R63. Except reject/counter-O
R40 or option K accept R63(b)
 Terminates power of A: revocation; rejection
R38; counteroffer R39; lapse of reasonable/specified time R41; death or incapacity of offeror/offeree R48; destruction of subject matter or supervening illegality.
 Different/additional:
o CL: Mirror Image Rule- must respond to terms of O R58, or else is counter-O R39
Normile; Last Shot Rule- counter-o can be accepted by perform Princess R59

UCC: U2-207 Gottleib [immaterial if no surprise/foreseen hardship] | DeFontes
[conditional because rejectable by return insufficiently clear] | Brown Machine
[quote request, quote, O=purchase order expressly limited to terms, A=acknowledge with indemnity valid acceptance b/c not conditional]
 Req's: Bargained-for promise & performance induce other R71(2) Pennsy [Free AggRite induced detriment of collection; bargain over terms not req'd]
 Not req'd: benefit/detriment Hamer [old rule:
5k for abstaining insuff. b/c no benefit] R79(a);
equivalence R79(b); mutuality R79(c)
 Not C: condition to gift Plowman [picking up check]; sham Dohrmann [middle name]
 Purported/nominal: Maybe Dougherty ["value received" recital insuff.; was gift] cf. Marshall
[$10 maybe paid for retire pkg., though nonissue in this case; working was not detriment but benefit to company was sufficient]; option
K R87(1)(a) cf. Berryman [nominal but nonissue since reliance]
 Past/moral: Trad-No Mills [pay for care of son]; Modern- Yes, if promise restitution
Webb [benefit to self, cooling off, promise,
acted upon] R86
 Preexisting legal duty: No R73, unless made to 3rd party, pay old or discharged debt R82 R83,
or original K unenforceable R85
 Promissory estoppel can replace C R90
- - - - - - - - -LIABILITY- - - - - - - - -
Promissory Estoppel [no C - detriment reliance instead] R90 R139
 Req's: (1) promise (2) reasonable, detrimental reliance [see R139] (3) injustice only avoided by enforcement Katz [pension after chase]
 Not req'd: "clear and definite promise," just induced reasonable reliance Pop's Cones
["95% there, don't renew lease"]; all

elements, if exceptional circumstances [nat'l house crisis] Aceves [forego bankruptcy,
vague promise to renegotiate]; explicit promise, where promise implied by combo of words & acts in family context Harvey [helped build $200k home on property]; option consideration actually paid Berryman; written promise, if big detriment [SoF exception]
Alaska Dem. [quit job move to Alaska] R139;
action or forbearance if marriage settlement or charitable subscription [only some cts] King
Restitution/Quasi K recover reasonable mkt value to avoid unjust enrich.
K implied in law (unjust enrich., quantum meruit) or fact (conduct):
 Req's: (1) benefit conferred (2) recipient knows of B (3) B accepted or retained (4)
inequitable/unjust to retain w/o paying Watts
[marriage, damages for value of housekeeping]
o Construction: subcon can recover from property owner if (1) exhausted remedies against gencon (2) subcon remains unpaid
(3) owner gave no consideration to anyone else for subcon work Commerce

No consent/request: (1) inofficiously &
intend to charge (2) prevent bodily harm or pain (3) no reason to believe would not consent (4) consent impossible or immaterial Credit Bureau [suicidal hospital]
Promissory restitution: (1) material benefit (2)
promise made (3) cooling-off period (4) promise carried out Webb R86
- - - - - - - - -STATUTE OF FRAUDS- - - - - - - - -
Common Law
Applies to: (a) executor-administrator [for duty of estate], (b) suretyship [for duty of another],
(c) marriage, (d) land, (e) more than 1 year
 One-year: if any promise cannot be performed in year [e.g. work for 2 years, but not hire for life], all K promises under SoF until one party completes performance R130
Req's: written, party charged signed, essential terms ($) R131
 Linkage rule: multi. docs if (1) one signed by party enforced against, (2) contain essential terms, (3) both parties assent that docs refer to subject matter of transaction Crabtree
[memo+payroll] R132
 Part performance: (mostly for land) "changed position"- acted in reliance on promise,
injustice R129; conduct "unequivocally referable" to K - valuably improved, in possession Beaver [85k improve, check memo
'for land']
 Promise estoppel: promise reasonably induces very detrimental action; consider (a)
other remedies inadequate, (b) definite and substantial act, (c) action or other evidence establish promise & terms, (d) reasonableness

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