Chapter 4 Contracts

US Law

Terms

1. express/implied, written down document will always better but not necessary

2. Type of LAW

   • common law
   • Uniform Commercial Code(90% same as common law, only 4 different) - for the sale of goods.
     NOTE: only two things are not governed by the UCC: real estate (light and dest attached to the building are not good), AND services.

Contract elements:

1. Agreement (offer + acceptance)AND

2. Consideration AND

   • each side needs to get benefits, does not need to be equal nor fair
   • one side get benefit and suffers burden asked by the other side

3. No defenses (defenses are gun threaten, A claims there is no written document, kid/animal lack of capacity)

Offer

• elements

  • intent to offer
  • commonicated
  • certain
    1. party (who buy/sell),
    2. subject (car, painting house),
    3. price/value need to be in the contract

• Revocable unless option

  1. “the contract is open until 8/15” is revocable
  2. “i will keep the contract if you buy me crepe” is not revocable.
     NOTES: mailed on the 15th and i received on 16th counts.

• Termination

  • Revocation(offerer change his mind)
  • Rejection
  • counter-offer (if offeree change the term, now he is the offerer)
  • Death or destinction
  • contract become illegal - government change

• Acceptance

  1. elements

     • mirror image
     • timely
     • intent
     • offer still exists

  2. Timing

     • on receipt (the receive of offer/revocation/rejection/counter-offer) mail box rule, the contract takes place when you drop of the acceptance letter in the outgoing mail box

     • on dispatch (acceptance)

• Consideration:

  1. cannot be based on pre-existing duty / past act
  2. modifications: each side must have new Consideration.

• Defenses legal excuse

  • illegal
  • No capacity (lack of mental capacity, kid, drunk)
  • Invalid consent
    1. fraud(lie about the truth)
    2. Undue influence (unfair by a trusted person)
    3. Mistake
    4. Duress
  • statute of Frauds:
    1. M - marriage
    2. Y - year
    3. R - real estate
    4. E - estate debits
    5. D - debit of another
    6. S - sale of goods

• UCC - sale of goods 4 different rules

1. revocable unless firm offer writing merchant(regular seller of book-
2. certainly = no price needed
3. accept, variances in acceptance unless unless (OR) M - material, O - offeror objects, P - Prohibited() put in the contract

• Remedies (what can you sue for, money or )
• damaged special performance compensatory always conspquantial

punish = never deries

CISG

A1. "REQUIRES: parties form different countries , both countine sign CISG goods

B2. Not apllicapale,domestic consumer, seruces/RE

CASE: Asante Technologies, Inc. v. PMC-Sierra, Inc.CISG canada/u.s sigend the CISG, inadeque since they need to opt out CISG

performed/ negotiated /

C. Formation CISG silent on capacity/consld/legality

D. Writing never required as long as you can prove it.

parol evidence rule verbal statement contradicting the contract is not admissible before signing of the written contract. vague contract + prior subsequent statement