Law Outlines Oklahoma Bar Bundle Outlines
I entirely handwrote my notes for each subject of the bar exam and then used my notes to create my outlines for each subject. I passed the exam in 2012 on the first attempt. ...
The following is a more accessible plain text extract of the PDF sample above, taken from our Oklahoma Bar Bundle Outlines. Due to the challenges of extracting text from PDFs, it will have odd formatting:
Contracts & Sales
APPLICABLE LAW
Multistate Bar Exam
Article 2: applies to sale of goods
"goods" are moveable, personal property
Common Law: applies to any other contract (including leases)
CONTRACT FORMATION
Vocabulary
Contract
A legally-enforceable agreement.
An express contract:
is created by the parties' WORDS
Implied-in-fact contract:
is created by the parties' CONDUCT
Restitution (Quasi-Contract)
Protects against unjust enrichment whenever contract law yields an unfair result
Restitution is remedy of last resort
Bilateral Contract
Where an offer can be accepted in any reasonable way
Express or performance
Unilateral Contract
Where offer can be accepted only by performing
Inflexible: offer says can only be accepted by performance
Reward, context, prize: only by doing what specified
BAR TIP
Look first for an agreement, then see if it's legally enforceable
Was there an Offer?
Definition:
A manifestation of an intention to be bound
Advertisements:
An ad is generally NOT an offer
Exception:
Where the ad specifies a quantity
Indefiniteness: See if any of the terms are too indefinite to be enforced
Open Price Term
Court will read in a "reasonable" price except for in sale for real property which must have a price
Requirements Contract (Article 2)
Art. 2 allows quantity to be measured by the buyers needs/requirements
BUT even if ordering in good faith, sudden increases in requirement, disproportionate to a prior order not allowed
Cant take seller by surprise
Was the Offer Terminated?
Lapse:
An offer lapses after a stated term or
After a reasonable time has passed
Revocation
Offer terminates when the offeror revokes the offer
General Rule: An offer may be revoked at any time before acceptance
Direct Revocation:
Offeror indicates directly to the offeree that he has changed his mind
Indirect Revocation:
Offeror engages in conduct that indicates has changed mind
Offeree is aware of the conduct
4 Exceptions:
Option
An option is a promise to keep the offer open that is paid for (consideration)
Firm Offer
If a MERCHANT promises in a SIGNED WRITING to keep an OFFER OPEN, the offer is irrevocable
Note: Merchant & Signed are BROADLY defined
BUT,
offer, even if states longer period, may only be held open for 3 months.
If don't state time period, then good for 3 months
Does not have to be supported by consideration
Exam Tip: In sale of goods, look for option 1st (no limits) If no option, then look for firm offer (has limitations)
Foreseeable Reliance Before Acceptance
Reliance before acceptance rarely foreseable: offeror expects offeree to accept 1st & then rely
BUT: Where have a bidding situation, it is foreseeable for the subcontractor to rely on the offer (sub bid) by using it in his own before actually accepting
He can't accept till he gets the contract
Not fair to let sub revoke own bid,
Starting to Perform a Unilateral Contract
With a unilateral K, once offeree starts to do job, offeror can no longer revoke
Mere preparation does not = performance start under this exception, but it could be foreseeable reliance under previous exception
Timing: A Revocation is effective WHEN RECEIVED
Rejection
Counteroffer
Operates as a rejection, but mere bargaining does not
If just a question about if would do something, just bargaining and not counter offer
Conditional Acceptance:
Operates as a rejection & counter-offer
Acceptance Varying Offer
Common Law
Acceptance must mirror offer (MIRROR IMAGE RULE)
Sale of Goods (Article 2)
No Mirror Image Rule
Offeree's adding or changing term DOES NOT prevent acceptance
Offeree's Term included ONLY IF:
Both parties MERCHANTS
NO MATERIAL CHANGE; and
NO OBJECTION w/ REASONABLE TIME
Exam Tips:
Sometimes offeree's term doesn’t make it in, but still contract
If term is customary in industry, its NOT material (examiner will say so)
Material= one likely cause hardship or surprise for offeror
ex. Disclaimer of warranties
BUT STILL CONTRACT
Death
Death of either party BEFORE acceptance terminates a REVOCABLE offer
Has Offer Been Accepted?
Language of Offer Controls
Look to offer to see how can be accepted, and must comply if specified
Starting Performance
Bilateral Contract
Starting performance is acceptance and carries with it an implied promise to finish the job
Unilateral Contract
Completing performance is acceptance; merely starting performance is not
Improper Performance
Simultaneous acceptance AND breach
Sale of goods & Common law same rule
Sale of Goods Exception:
Where seller sends note "to try and ACCOMMODATE your needs"
Sending wrong goods as "accommodation" not acceptance, so no breach cause no K
Offeree's Silence
General Rule: no acceptance
Timing of An Acceptance
General Rule:
Acceptance effective when mailed (MAILBOX RULE)
Applies even when sent rejection first but acceptance got there first
Exception:
Offer States Otherwise
Offeror can override mailbox rule
Irrevocable Offer
Acceptance must have been RECEIVED by date indicated on irrevocable offer
Mailbox Rule doesn’t apply
Rejection Sent First
Depends on which gets there first
Is the Agreement Legally Enforceable? Defense Against Formation
Lack of Capacity
Categories:
Minors
Intoxicated
Mentally incompetent
General Rule:
An incapacitated DEFENDANT has the right to DISAFFIRM the contract
Doesn’t have to but can if wants avoid
But the non-minor defendant cannot disaffirm, and it will be enforceable by the minor
...
Buy the full version of these notes or essay plans and more in our Oklahoma Bar Bundle Outlines.
I entirely handwrote my notes for each subject of the bar exam and then used my notes to create my outlines for each subject. I passed the exam in 2012 on the first attempt. ...
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