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Contract Sources: State Common Law (Law of Contracts) UCC (Uniform Commercial Code) o State Statutes o State has

as to adopt it o Sale of Personal Property (GOODS) o Common Law steps in AFTER UCC o Requires Written Contracts for: Goods over $500 Specially Manufactured Goods

Contract Types: Express or Implied: o Oral o Written o Conduct o ^ Combination ^ Unilateral or Bilateral Valid, Void, Voidable, Unenforceable Executed and Executory

Contract: Is there a contract? (Meeting of the Minds) o Offer o Acceptance o Consideration Terms Breach Affirmative Defense - IF Contract is valid Damages

Offer: Actions and Statements ONLY. We care about offerors outward expressions, dont care about secret expressions. Was thought to be an offer by the Offeree AND Reasonable person. Lucy v. Zehmer (farm sale)

Acceptance of a Bilateral Offer:

Offeror is the master of the offer. Offeree must accept in the manner indicated by the offeror, while the offer is effective. Offeror must know that the offer has been accepted. If not specified by the offeror, Acceptance can be ANYTHING reasonable, like beginning performance or silence. Counteroffer is not a valid acceptance. Exchange of promises.

Acceptance of a Unilateral Offer: AT LEAST substantial beginning of performance, MAYBE completion. NOT a promise. Offeror doesnt need to be aware of the beginning of the performance.

How long does an Offer last: Specified by the offeror. Reasonable time passes. Offeror withdraws it before it has been accepted. Offeree accepts it. Offeree rejects it, INCLUDING counteroffer. Offeror dies or is incapacitated.

Consideration: Benefit to one party (profit, interest, etc.) OR Detriment by the other (forbearance, disadvantage, loss of responsibility undertaken) Both but one or the other is ENOUGH. Must have some objective quantifiable value o Love is not a consideration. NOT a consideration, if promise is: o Illusory (I will do it if I want to) o Based on a pre-existing duty o Grounded in past actions, EXCEPT: Bankruptcy, statue of limitations Promisor (D) receives material benefit AND promisee suffers detriment.

Parole Evidence Rule:

If the parties have a writing that is supposed to be a complete and final expression of their agreement, then extrinsic evidence of prior or contemporaneous agreements are admissible to vary or contradict the TERMS of writing. Extrinsic Evidence: Evidence outside the contract Can be o Oral o Written o Conduct Maybe about how the parties were dealing about the contract Judge decides admissibility: o Should the juries believe it or not o How much weight should the juries give it.

Contract Integration: Fully Integrated: o A contract that incorporates all of the TERMS that the parties have agreed upon. o No extrinsic evidence is allowed, writing is the sole evidence of the terms of the contract. Partially Integrated: o Only some of the TERMS are included in the contract. There are side deals that are not in the contract. o Evidence admissible to supply additional terms in the contract that are not memorialized in writing, but NOT to contradict UNAMBIGUOUS terms of the writing. Unintegrated: o Parole Evidence Rule does not apply. o Judge will allow jury to consider parties negotiations to interpret the contract. How to determine? o Intent of the parties o Integration Clause (a.k.a. zipper clause) inside the contract. Exceptions: See Slides 39-42

Resolving Ambiguities (Some Rules): See Slide 45 Another Contract Interpretation Rule:

If a material aspect (fundamental basis) of the bargain is left indefinite, and the uncertainty cannot be resolved by rules of interpretation, there is no meeting of the minds and therefore no contract.

Contract Damages: Expectation (Benefit of the Bargain) Specific Performance Reliance (Restore Status Quo) Restitution Liquidated Damages Consequential Interest

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