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CONTRACTS FORMATION: Words (express) or action/conduct (implied). Mutual assent +
consideration Bilateral is open as to method of acceptance. Unilateral results from offer requiring performance as method of acceptance. Offer: Manifestation reas interpreted by offeree as present intent to K (promise, undertaking or commitment); comm. to offeree Terms: Definite and certain. CL need price; UCC implies reas price, need quantity; Land - price & ID the land Advertisement: Invitation to offer, unless specific quantity and who can accept. Termination: Lapse; Revocation (unless option+consideration; Merch firm offer; Detrimental Reliance; start perform in Unilateral); Rejection (Counter-offer, Conditional acceptance; CL Additional terms); Law (death, destruction, illegality). Acceptance: CL requires mirror image. Acc, then rej: acc effective unless rej arrives first + DR. Mailbox d/n/a to option acceptance UCC: New terms = acceptance; part of K if btwn merchants w/o rejection/material change; btwn non-merch if accept. Consideration or substitute: Bargained for exchange; legal detriment/benefit. Not past consideration or pre-existing duty. Modification: CL need new consideration or commercial impracticability; UCC requires only good faith. Part payment: OK for debt release if not yet due, or amount in dispute. Substitutes: Promissory estoppel (reliance); written promise to pay barred debt; complete performance. Formation Defenses: SMIIUFD SOF: MYLEGS (All material terms;UCC need quantity, satisfied if SWAP: Specially made, Written conf memo, Admits, Performed) Mistake/ambig: Innocent party protected; no K if mutual (but value isn't a mistake; can't take advantage of obvious error). Illegal, Incapacity (Rt to disaffirm; ratification; Quasi-K for Necessities), Unconscionable (proc + subst), Fraud, Duress Interpretation: UCC Course of performance/dealing; custom & usage Parole Evid: OK for anything but varying terms! Ok to show no K, error, defenses, mistake in reducing to writing, resolve ambiguity PERFORMANCE Conditions Excused: FARMBSPPIIIFDEW: Fail coop, AR, MB, Subst Performance, Prospective Inability, Imposs/Impract, Frustration of Purpose, Divisibility, Estopple, Waiver Discharge Duty: PRFANIIMML Perform, Release, Frustration of purpose, Accord & satisfaction, Novation, Imposs/Impract, Mutual rescission, Modification, Lapse Delivery: Seller bus, or loc of goods. FOB seller = seller ships & notifies buyer, risk on buyer. FOB buyer = risk on seller. Risk of loss: K; breaching party; FOB term (above); if seller merchant, risk shift on buyer's receipt (else when tendered).
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