Contracts- Peppet- Fall 2005

Contracts- Peppet- Fall 2005 - UCC or COMMON LAW: 1. Goods...

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UCC or COMMON LAW: 1. Goods or services? a. UCC § 2-105 : goods are moveable at time of K for sale (not money in which price is paid, investment securities or things in action). Also unborn animals, growing crops and other thing attached to the realty to be sold but later to be severed from it. b. Must be existing and identified/ identifiable otherwise future goods. 2. Predominate Purpose (princess cruises, Leibel and Buffalo v. Hart (tobacco barns)) a. Language of K b. Nature of business of supplier c. Intrinsic worth of goods compared to K price (deduce worth of services) 1
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INTENT TO BE BOUND: a. Words: Do the parties words manifest their intent? b. Actions: Do the parties actions manifest their intent I. Reasonable Person Standard /Secret intent : subjective/secret intent doesn’t matter K is based on what a reasonable person would believe your words and actions to mean. II. RST 2d. §21 real/apparent intention that a promise be legally binding not essential to K, but a manifestation of intention that a promise shall not effect legal relations may prevent the formation of a K.” b. Signature : Absent fraud, duress or mutual mistake, minority or incapacity: if you sign it, even if you cant or don’t read it, you are bound by the K. Eurice: misunderstanding terms not an excuse w/o mutual mistake. Rollins: illiterate woman bound- cannot prove fraud if you know the basic terms of K. Burch: contract unconscionable if you don’t know what you’re signing. c. Jokes : doesn’t count if a reasonable person would think it was a joke. You cant’ by a airplane with Pepsi points: Leonard v. PepsiCo d. Duty to read (RST 2d. §70): cannot void K by showing you didn’t or couldn’t read it(Rollins v. Foster) 2
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TRACK 1 . Is there an offer? Does it create power of acceptance? (If further assent is needed, it is not a contract, only preliminary negotiations) Is there acceptance? Or is there a counter-offer (CL)? Acceptance with different or additional terms (UCC)? Is consideration given? OFFER: RSTMT § 24 : Objective Test for an Offer: i. An offer is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it. Common law and the UCC are basically the same a. The offeror is the master of the offer : b. Bilateral: Promises on both sides: contract is created at time of acceptance. THE PROMISES THEMSELVES ARE THE CONSIDERATION c. Unilateral: promise on one side: “ I’ll give you this if you do that” contract is created w/ performance of action (or substantial performance). Performance is consideration. d. Preliminary negotiations : a. further assent needed & offer does not create the power of acceptance (longergan v. Scolnick) b. RSTMT § 26: A manifestation of willingness to enter into a bargain not an offer if the person to whom it is addressed knows or has reason to
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This note was uploaded on 02/12/2008 for the course LAW 5121 taught by Professor Staff during the Fall '06 term at Colorado.

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Contracts- Peppet- Fall 2005 - UCC or COMMON LAW: 1. Goods...

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