Contracts

“MY LEGS”-SOF contracts-signed by party to be chargedMarriage, Year, Land, Executor, Goods $500, Surety

“SWAP”-no writing required in sale of goods if:Specially made goods, written confirmation by merchant, Admission in court,

Performance: goods either received and accepted or paid for

Formation: mutual assent, consideration-Goods-requires quantity-memo confirming oral agreement between merchants is ok if

not rejected w/in 10 days-no signature required-Land-identify land and price-Employment-duration

ADDITIONAL TERMS-between merchants will be considered part of K unless they materially alter the K, acceptance is condition on them, or party rejects within reasonable time

FIRM OFFER1. between merchants2. in writing, signed by merchant assuring it will be held open3. good for 3 months max

MODIFICATION1. UCC-good faith agreement needs no consideration-applies to all sale of goods-oral is ok

if party detrimentally relies2. Common Law-new consideration

Promissory Estoppel1. promise2. reasonably expected to induce reliance of substantial character3. actual reliance

Third Parties Rights Vest1. assent to contract2. bring suit to enforce3. materially change position in reliance

Remedies for Breach1. standard measure-expectation, if not available, then reliance2. UCC= difference between K$ and market price of goods at time of tender or when buyer

learns of breach3. UCC=if buyer accepts non-conforming goods then buyer gets difference between value

of goods as delivered and value had they been conforming4. UCC=if buyer rejects non-conforming goods and covers then gets “cover” damages, but

if buyer cancels contract gets entire K$

5. UCC=if seller learns buyer received goods while insolvent may reclaim goods upon demand made within10 days of receipt of goods

6. UCC=sellers damages-can force goods on buyer only if can’t resell or if goods were lost or damaged within reasonable time after risk passed to buyer

7. UCC=when buyer wrongful repudiates or refuses to accept conforming goods seller can:Difference between fmv and KResell the goods and recover difference between K$ and resaleLost profits if large volume seller8. Land-difference between K$ and FMV9. Events sufficient for discharge-unforeseen wars, embargoes, and natural catastrophes if

make it extremely difficult for seller to obtain or convert raw materials-if merely more expensive that’s not enough

10. Construction-breach by owner-builder entitle to profits from K plus cost expended11. Construction-breach by builder-owner entitled to cost of completion plus compensation

for the delay12. Restitution/Unjust Enrichment-value of benefit conferred-used when contract has been

breached and non breaching party as not fully performed13. Where no Contract Involved-restitution available if

Conferred benefitReasonably expectation of being paidDefendant knew or had reason to know of that expectationDefendant would be unjustly enriched

Parol Evidence- final written agreement cannot be contradicted by evidence of prior agreement or contemporaneous oral agreement, except:

1. consistent additional terms2. course of dealing, trade usage, course of performance

Risk of Loss in Carrier Contract1. Shipment Contract-seller bears risk only until carrier takes it2. Destination Contract-seller bears risk until buyer receives3. FOB- sellers place-just until carrier gets, buyers place-liable until buyer receives

Risk of Loss in Non-Carrier1. If seller is merchant-when buyer takes possession2. If seller not merchant-when seller tenders delivery

Installment Contracts-can reject only if nonconformity substantially impairs and can’t be cured, if substantially impairs entire value of contract whole thing is breached-sellers right to cure within time originally provided: give notice of intent to cure, make new tender of conforming goods, which buyer must accept-limited right to cure beyond contract time if seller has reason to believe buyer will accept nonconforming goods

Warranties1. Implied: title, merchantability (merchants only) and fitness, can be disclaimed

2. Magnum Moss-if marketer issues a full written warranty, implied warranties cannot be disclaimed, if it is described as limited, implied warranties cannot be disclaimed but may be disclaimed or modified, but may be limited to duration of written warranty

3. Express warranties hard to disclaim4. extends to natural person who is in the family or household of buyer or who is guest it is

reasonable to expect that such person may use, consume or be affected by the goods and he suffers personal injury-can’t provide warranties only extend to buyer

Voidable TitleIf sale is induced by fraud, the seller can rescind an recover the goods, except if good faith purchaser for value