Contracts (Outline)-Crespi

Contracts (Outline)-Crespi - 11/30/03 Classical K Basic...

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11/30/03 Classical K Basic Principles of Classical K law = Free market takes care of everything a. limited judicial discretion b. Doubt resolved in favor of no contract c. Strict formation rules (Offer, Acceptance, Mutual Accent, Consideration) to protect the freedom of the parties but also to create certainty. d. Even unfair K can be enforced e. Limited remedies (mostly expectation damages, no specific performance) f. Almost no excuses g. TORT v Kx = Kx-planning for future; Tort – for past violations of duties R2d – not mandatory UCC (Art.2 – mandatory in all states ex La) Transactions in goods (not serviced, not land) Applies to merchants = person who deals in foods of the kind OR by his occupation holds himself out as having knowledge or skill peculiar to the practices of good involved in transaction (can be merchants on one situation and customers in another) UCC § 2-105 I. Offer - a manifestation of a willingness to enter into a bargain, so made as to justify another person in understanding that his assent to bargain is invited and will conclude it (R2d § 24). A . Two requirements: 1. Promissory “I promise” and “I want to be bound by the promise” (R2d § 33(3) – if leave some terms unclear, may not want to be bound) 2. Definite – R2d § 33 (certainty) B. Generally a. Promise-for-promise O: invites the Oree to promise smth b. Promise-for-performance O: invites the Oree to di smth c. When in doubt – the Oree can choose whether to accept by promise or by performance R2d § 32. the terms of the contract must be reasonably certain courts must be able to figure out how to fix a breach may become definite enough if incorporate the terms of previous negotiations the offeror may be invited to fill in the details definite at the time of performance , not necessarily at the time of Kx if no tie specified – reasonable time CT can use *preliminary negotiations, *trade customs, *prior dealings btw parties (UCC 1-205, § 2-208), reasonable/best efforts ,” “ good faith ”, “ fair price ” - defined by law and pose no problem of indefiniteness Causes of indefiniteness: 1. prefer to rely on the court – costs money to specify everything. 2. reluctant to raise difficult issues 3. do not foresee problems 4. prefer no to disclose certain info 1
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B. Examples : h. “Will you sell me for 500?” - may be a request for info i. “it wouldn’t be possible for me to sell unless I received 160” – mot promissory j. “would not consider less than half” – not offer k. “I will accept an offer of 16,000” – invitation for offers l. “we are authorized to offer” – dubious claim m. "I will sell for 6,000."- YES. C. Types of offers:
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This note was uploaded on 04/13/2008 for the course LAW 101 taught by Professor Crespi during the Fall '08 term at SMU.

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Contracts (Outline)-Crespi - 11/30/03 Classical K Basic...

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