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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, $, #]
U2-204(3)
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]
Consideration:
 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
R90(2)
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
Partnership

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]
R(1st)Restit.116
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
R110(1)
 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
Exceptions:
 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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