K

Promise of which, in breach, law gives remedy or, for performance, law recognizes a duty

Manifestation of intention to act or refrain from acting in specified way

person manifesting intention

person who manifestation is addressed

manifestation of mutual assent on party of 2+ persons

Goods

P is put in a position which he would have been if K had been performed

Value of promise - value actually delivered + incidental loss - cost avoided

P put back in position that P would have been had K not been made

Expenditures made in preparation of performance - expenses saved from breach

D is put back in a position which D woul dhave been had K not been made

What D has gained

damages not recoverable for loss party in breach did not foresee; loss may be foreseeable if it follows in ordinary course of events or in special circumstances

At execution of K

Incidental damages include expenses incurred in inspection/receipt/transportation/care/custody of goods; consequential damages include any loss resulting from requirements/needs seller knew at time of K and injury

Damages are not recoverable for loss beyond an amount that evidence permits to be established with reasonable certainty

Damages not recoverable for loss that injured party could have avoided without undue risk, burden, humiliation; must mitigate damages

Seller not accountable to buyer for any profit made on resale

only allowed up to an amount that is reasonable in light of anticipation of breach; large unreasonable amounts unenforceable; public policy prohibits

Parties can contract around liquidated damages by inserting expressed clauses

Reasonableness test: 1) did parties intend to provide for damages as a penalty; 2) is injury caused by breach one that is difficult of accurate estimation at time of K?

punitive damages are not recoverable for breach unless breach is also a tort

awarded when monetary damages are inadequate; usually reserved for special items like antiuque cars, land, priceless items

allowed when goods are unique; in other circumstances allowed where money is an inadequate remedy; SP not allowed where damage compensation is available

MUTUAL ASSENT OF PARTIES AND SHOWING THAT ASSENT IS THE KIND THE LAW WILL ENFORCE

It is objective and based on words and acts of parties

Need 1) manifestation of present contractual intent 2) certainty and definiteness of terms 3) communication of offeree of the offer

offer is manifestation of willingness to enter into a bargain

No

No

No

offer generally can be revoked until acceptance

can't revoke if offeree has already begun performance if unilateral contract

offeree's power of acceptance is terminated when offeree receives from offeror a manifestation oof an intention not to enter intro poroposed K

offer is accepted as soon as its dispatched

effective upon acceptance if option K

contracts that result from acceptance by performance

contracts that result from acceptance of a promise

Notification is not required when accepting via performance unless 1) offeror has no way of learning of acceptance and a) offeree exercises due diligence in notifying or b) offeror learns of performance or c) offer states notification isn't required

Silence only acceptable 1) when offeree takes benefit of offered services with reasonable opportunity to reject 2) offeror stated or vgave offeree reason to understand that assent can be manifested by silence 3) because of previous dealings, reasonable that offeree should notify offeror IF HE DOESN'T WANT TO ACCEPT

Doesn't kill K if parties meant to make a K and there is reasonably certain basis for giving remedy; court will look to gap filler rules to fill in open terms

R 201

1) if one party didn't know the other party had a different meaning, but the other party knew party's first meaning, use that

2) if one party had no reason to know of any other meaning by other party but other party had reason to know of the meaning use by first party, sue that

3) except above, you drop the term and likely lose mutual assent if it is an important term

when there is a writing that represents the final embodiment of the contract or some terms, but parties want to introduce evidence of extrinsic agreements not in the written agreement to prove existence of additional or modified terms not found in the writing

expression of entire agreement between parties; parole evidence rule precludes evidence of prior or contemporaneous agreements to contradict or supplement the contract

an expression of only a portion of the agreement; parole evidence only precludes prior agreements that contradict a term in the contract or contemporaneous oral agreements

use following methods:

- four corners/plain meaning
- collateral contract
- majority approach is "reasonable person approach"
- intention of the parties

if writing appears final, it is conclusively presumed to be

all writings are deemed to be partial integrations

if writing appears to be complete expression of parties' agreement, it is unless additional terms would be natural to enter a separate agreement as to such terms

MAJORITY APPROACH

relevant evidence is allowed for intent, including prior negotiations

UCC 2-207

- acceptance must be seasonable
- sent in reasonable time
- valid acceptance even if it states additional terms to those offered

if two parties are merchants, added terms of acceptance become part of K unless:

1) offer expressly limits acceptance to the terms of the offer

2) materially alter it

3) notification of objection to the terms has been given already or is given with reasonable time after they're received

If two parties aren't merchants:

additional terms are proposals for additions to contract...not automatically added in like merchants

Gap fill if possible

No mutual assent otherwise; K not valid

one who regularly deals in goods of the kind sold or who otherwise by his profession holds himself out as having special knowledge or skills as to the practices or goods involved

absolute and unequivocal acceptance of each and every term of the offer

When both parties entering into a contract are mistaken about facts relating to the agreement, the contract may be voidable by the adversely affected party if:

The mistake concerns a basic assumption

The mistake has a material effect on the agreed-upon exchange

The party seeking avoidance did not assume the risk of mistake

GENERALLY NO DEFENSE.

Where only one of the parties is mistaken about facts relating to the agreement, the mistake will not prevent formation of a contract. However, if the nonmistaken party knew or had reason to know of the mistake made by the other party, he will not be permitted to snap up the offer.

Under the U.C.C., a party cannot contradict the writing but he may add consistent additional terms unless:

(i) there is a merger clause, or
(ii) the courts find from all the circumstances that the writing was intended as a complete and exclusive statement of the terms of the agreement.

harry hand case

expectation interest

screwed up nose

reliance interest

sunflower farmer

restitution interest

broken millshaft

foreseeability or harm (lack thereof)

boxing

certainty of harm

bridge to nowhere

avoidability of harm

improved house/land

special performance

stereo; special

special performance

harrier jet

advertisement is an invitation to negotiate

drunk guy sells land

we look at objective standard and not subjective standard of person for offers...would reasonable person think it's an offer?

don't get sick ball

ad was a unilateral offer to perform

eel skins

acceptance by silence due to prior dealings

different meanings re:price

no k since different terms can't be settled

different meanings of peerless boat

no k since terms didn't match