Sale of goods Acceptance only

Identify the Offer UCC Chart Unilateral Contract by complete

performance Was the
acceptance
A clear and definite promise Assume confined to
with manifestation of intent to
? bilateral Acceptance by the manner
be bound was communicated return promise specified in
No to an offeree
the offer?
manifestation
of intent to be Bilateral Contract Acceptance by
Unclear or An offer was
bound performance or
indefinite made.
silence, only if that
terms Was there was their custom/was
An Ad Acceptance? specified in offer.

Uncle Uncle YES.

ar ar
terms terms
are NO.
are
substa not
ntial substa Was the

No Contract formed
ntial
K counter-offer? Neither. acceptance
timely?
formation Use BoF chart
from this offer or bargained for
acceptance. Find exchange Mailbox Rule:
other facts and start NO Acceptance is valid Within a
again, or alternatives the moment it is reasonable
communicated to amount of time
to Contract formation.
Acceptance was valid. Mirror the offeror, unless
Reliance/Restitution a rejection was
Was there YES. Image of received first. Was the offer
Consideration? Offer?
Note: rescinded
The benefit or Unilateral: YES. before
detriment cannot be: Irrevocable if offeree acceptance
-promise to do Benefit to the promisor, begins performance--> received?
something they are YES.
detriment to the promisee an option contract is
already bound to do.
then formed for a
-promise to refrain to NO.
do something they reasonable amount of
have no right to do.
Bargained for exchange? time. R2d 45
NO.
one thing,
Gift; Illusory promise; No Need; or Valid writing,
Past consideration
for
another that includes: Contract
alternatives to YES.
consideration
-Signature (of party to be charged) formed!
-Recognition of an agreement
Promissory Consideration was valid. -Key terms.
Restitution or
Reliance Charitable Need Statute of No K Formed,
NO. YES. Part-performance that
see other page Subscription? Frauds? NO. unequivocally proves the NO. try alternatives
(MYLEGS) see page 2 contract
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 Consideration was valid.
Consideration was invalid.
Need Statute of
Was there Frauds? VALID WRITING(S)?
Promissory (MYLEGS) see page 2
multiple writings may be
combined as one to satisfy the
Restitution? SoF, but only if they are signed
by the promisor and/or the
writing that is signed by the
Promise for a benefit promisor explicitly references
received? their agreement and/or a
Marriage
previous writing by the
Year, or more promisee.
YES. NO. Land sale
Executor
Goods sale>$500
Was it intended to be Surety
a gift?

NO.

YES.
END.
Promise no
disproportionate to the promissory
benefit received? restitution

NO.

NO.
Does justice require
the promise to be
enforced?
Factors:
-unjust
enrichment;
-the
promise
made;
-the benefit
received

YES.

The promise
may be
enforced.
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 R2d 90 Reliance Restitution
Trigger: Consideration failed, BFE failed, or offer revocation issue. Trigger: When nothing else works; No K; No Consid;No SoF writing;
Defense to K w/ capasity, fraud, or mistake
Was there a promise?
Was there unjust
enrichment?
YES. NO.

Should/did the promisor YES. NO.

reasonably expect the
promise to induce action Charitable subscription? END.
by the promise? Was the п an officious No
intermeddler? Restitution.
YES. NO. YES. NO.
NO. YES.
The promisee took
action to his detriment.
END.
No Reliance Δ may be
YES. NO. forced to pay
damages.

The action was in

reliance of the promise..

YES. NO.

can injustice be avoided

by enforcement of the
promise?

YES. NO.

Promise is binding, and

will be enforced by
court..

SV fall LME 2012 3

 Trigger: Sale of Goods, AKA the Was it revoked NO.
transfer of the title for tangible, within the time
UCC: movable thing. the offeror said it YES.
Sale of Goods Was it YES. would be open?
revoked
before By Performance
YES. acceptance? e.g. accepting
Was the offer
Did the offeror provide delivery
Identify the Offer NO. accepted by any Valid Offer &
Offer must be inviting the offer would remain reasonable Acceptance.
'open' for a certain time? Was it means? With non-material
acceptance NO. revoked changes (&no
before objection w/in 10
acceptance? YES. days)
NO.

No Offer &
Acceptance. With material
Try new facts
changes
or move to
alternatives
Counter-offer Consideration?

Benifit/Detriment
+ Bargained for?

NO. YES.

Over $500?
or any other
Valid writing, that includes:
-Signature (of party to be charged) MYLEG?
-Recognition of an agreement
-Key terms. INC. #
YES. NO

NO YES.

Modification after
from another flowchart. contract formation?
Contract Formed!
No consideration
necessary
SV fall LME 2012 4
 Defenses R2d 152-154 Mistake R2d 19-160 Misrepresentation
Trigger: Incorrect assumption (not fraud) Trigger: False statement/Omission/Concealment
Mistake of
UCC Bilateral
R2d 208 Unconscionability §2-302 Unilateral fact during An An Action
A False
both parties were
Trigger: Inequality in bargaining process +Grossly only 1 party mistaken, K formation Omission to Conceal
mistaken. Assertion
unfair to one side. or only 1 party was to disclose
NEED BOTH procedural +Substantive affected by mistake. or Did the
Error was made as to a Was there a action Did the assertion
Procedural Unconscionability prevent the
Extreme basic assumption on relation of substantially
which the K was made? other party contribute to the
Unfairness? trust between
Unequal Bargaining from assent?
parties? learning a
Lack of Choice: Power:
o -Age; Literacy; Lack NO. YES. fact
NO. YES.
-boilerplate form r YES. NO. NO. YES.
-difficult to of sophistication
understand -Lack of legal council Y
Had a material effect N E Intended to
-Weak bargaining Mistake made Δ knew previous O
. S. induce assent,
on the exchange of
position in good faith? statement made while knowing
performance?
more like barren cow was wrong falsity, or
than valuable jewel. maybe falsity
NO. YES. YES.
NO. NO. YES.
NO. NO. YES.
YES. Note:
NO. Δ knew telling would
Substantive Unconscionability if NO and
Grave correct a mistake as no arrow
Was the
misrepresentation
Injustice if Adversely affected to a basic after... no justifiably relied
court does party did not bear the assumption of the K misrep. upon?
Factors: YES. risk of mistake.
not act?
-overly harsh, did not sign a contract, YES.
Unconscionable "as is". NO. NO.
or one sided; YES.
contract/term=
-"shocks the NOT YES. NO.
conscience" Δ knew telling would
ENFORCED NO. YES. correct a mistake as
to a the content or Contract is
Relief! No effects of writing. Voidable!
NO. NOT Relief! Relief!
unconscionable YES.
NO.

Undue Influence R2d

Trigger: unfair domination, or a relationship of trust. 174-176 Duress Non-Physical
Trigger: A threat. Threat
“Undue susceptibility may consist of total weakness of mind which leaves a person entirely without understanding.
Or which destroys the capacity of a person to make a contract even though he is not totally incapacitated.”
Economic One Party makes a
threat.
A lessened capacity of the object Factors: Physical Threat Duress
a. Discussion of the transaction at an unusual place or inappropriate YES
to make a free contract NO
time
b. Consummation of the transaction at an unusual place One party must The threat was
NO YES c. Insistent demand that the business be finished at once Void K unscrupulously take improper
d. Extreme emphasis on untoward consequences of delay advantage of another's
e. The use of multiple persuaders by the dominant side against a NO YES
Application of excessive strength economic necessities.
by a dominant subject against a single party
like totem marine Threat leaves victim
f. The absence of third party advisers to the servient party
servient object with no reasonable
g. Statement that there is no time to consult financial advisors or
alternative
attorneys.
NO YES Voidable Contract! YES NO
Voidable Contract!

SV fall LME 2012 5

 (not mine) PICJUR
SV fall LME 2012 6