Contracts Law-1L

The common law governs contracts not governed by the UCC.

The Uniform Commercial Code (UCC) governs contracts for the sale of goods.

Goods are tangible chattels which are moveable and identifiable to the contract at the time of formation.

A contract is an agreement between two or more parties which the law will
enforce.

The historic rule holds that mutual assent exists if there was a “meeting of the minds” between the parties, meaning that the parties subjectively intended to enter into a legally binding contract and agreed to the terms and conditions of the contract.

Under the UCC, a contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such contract. Additionally, under the UCC, a contract for sale may be found even though the moment of its making is undetermined.

An offer is a manifestation of present contractual intent which includes certain and definite terms; is communicated to the offeree; proposes a bargain in which the offeror’s act, forbearance to act, or promise is exchanged for the offeree’s act, forbearance to act, or return promise; and creates a power of acceptance in the offeree.

Under the majority rule, an advertisement is not an offer but is merely an invitation for offers.

Revocation results from the canceling, annulling, or otherwise voiding of an offer. An offer may freely be revoked by the offeror unless 1) the offer was for a unilateral contract and the offeree has already begun performance, 2) the offer was a firm offer, in which case it terminates at the end of the time stated without the need for further action by any party, or 3) the offeree detrimentally relied on the offer.

Revocation Effective upon Receipt by Offeree:

A counteroffer is an offer by the original offeree regarding the same transaction but containing terms that differ from those proposed in the original offer made by the offeror.

Counteroffer as an Implied Rejection:

An acceptance is an unequivocal assent to the terms of an offer

An acceptance must match the terms of the offer. If the acceptance contains additional or different terms, it is a counter offer rather than an acceptance. However, modernly the UCC modifies this rule to allow an acceptance to differ from the offer as to minor terms.

Under the UCC, “a definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.”