Contracts Ucc Essay Checklist - Aplus eBooks Publications

[Pages:9]CONTRACTS ESSAY CHECKLIST

I.

APPLICABLE LAW

A. Contract Involving Sale of Goods = UCC B. If Both Parties are Merchants = UCC C. Contract Involving Services or non-sale of Goods = Common Law D. Predominant Purpose Test

II. IS THERE A VALID CONTRACT?

A. Where Formation is not an issue = appears to be a valid contract B. Where Formation is an Issue

Offer Manifestation of Present Intent Definite and Certain Terms Requirement/Output Contract UCC Sale of Goods Communication Requirement

Termination of the Offer Termination by Acts of Parties

Effective When Received Offeror's Power to Revoke Limitations Common Law ? option contract U.C.C Firm Offer Offeree detrimentally relied Offeree embarked on performance Termination by the Offeree Rejection

Effective When Received Rejection of Option Lapse of Time Termination by Operation of Law Death or insanity of either party Destruction of the contracts proposed subject matter Supervening illegality Acceptance Who May Accept Acceptance Must be Unequivocal Common Law: mirror image U.C.C: confirm the offer Additional Terms

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Contracts Essay Checklist

 Between Merchants Prior Objection Subsequent Objection Material Alteration

Different Terms Open Terms Performance

Communication of Acceptance Mailbox Rule Acceptance without Communication ? bilateral contract express waiver act as acceptance silently takes benefits Unilateral Contract Notice

Consideration detriment and a benefit ? FL minority view; only one party need suffer a detriment or receive a benefit Insufficient Consideration Gift Past Consideration Moral Consideration Economic Adequacy Pre-Existing Duty Illusory Promise Substitute For Consideration Promissory Estoppel or Detrimental Reliance Specific Circumstances: Statute of Limitations Example: A promise to pay a debt that is barred by the statute of limitations is valid consideration if there is a writing signed by the debtor..

Defenses to Formation Absence of Mutual Assent Mutual Mistake Assumption of Risk Unilateral Mistake Mistake by Intermediary Misrepresentation No Consideration Illegality of Contract Exceptions

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Contracts Essay Checklist

 Unaware of illegality Not in pari delicto Failure to obtain a license for revenue purposes Contract is voidable

Defenses To Enforcement Statute of Frauds ? must be in writing marriage cannot be performed within 1 year interest in land Executors to pay estates' debts out of their own pockets sale of goods > $500 (UCC) Requirements Identity of parties Contracts subject matter Terms and conditions Recital of consideration Signature of party to be charged

Removing the contract from the Statute of Frauds Part Performance Detrimental Reliance Full Performance Sale of Goods: Oral contracts enforced when merchant sends a written confirmation

Writing Not Required in the following situations Specially Manufactured Goods Delivered Goods Full Payment Received Admission Estoppel

Florida - Written Agreements Required for Enforcement Credit Agreements Magazine and Newspaper Subscriptions Payment for Medical Services Home Construction Agreements

Unconscionability Lack of Capacity

Minors Mental incompetence Intoxication

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Contracts Essay Checklist

III. MODIFICATION

A. New Considerations Common Law UCC

B. Oral Modifications Statute of Frauds Modification of written contract Goods > $500, modification must be in writing Full Performance Writing Prohibiting Oral Modification Waiver of the Writing Requirement ? relied to detriment on the modification Written Confirmations UCC Waiver of Condition Installment Contract

C. By Operation of Law Destruction or Injury to Identified Goods Failure of Agreed-Upon Method of Transportation

IV. WHAT ARE THE TERMS OF THE CONTRACT?

A. Parol Evidence Rule Is the writing intended as a final expression? Intent integration relevant evidence merger clause Is the writing a complete or partial integration? Integration complete or partial if complete, may not be contradicted if partial, may be supplemented Test: Would parties similarly situated as were these parties to this contract naturally and normally include the extrinsic matter in the writing? Yes ? evidence of extrinsic matter not admitted Exceptions No ? evidence of extrinsic matter admitted

B. Ambiguity

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Contracts Essay Checklist

V. WARRANTIES ? UCC Specific Provisions

A. Warranties ? 4 types under UCC Warranty of Title? conveying good title free of liens Implied warranty of merchantability ? goods shall be of merchantable quality. UCC implied warranty of merchantability only upon seller who is a merchant with respect to goods of that kind. Implied warranty of fitness-particular purpose ? (doesn't need to be a merchant) Reason to know: objective test Particular purpose Buyer's Reliance Essential Disclaimer: exclusion must be in writing and must be conspicuous Buyer Inspection Express warranties? goods will conform to the affirmation or promise

VI. THIRD PARTY BENEFICIARY, ASSIGNMENT, DELEGATION, RIGHTS

A. Third Party Beneficiary Intended vs. Incidental Beneficiary Creditor vs. Donee Beneficiary When does the beneficiary Acquire Contract Rights? (rights have vested) Manifests assent Suit to enforce the promise Justifiable reliance on the promise Who can sue whom? Third Party Beneficiary vs. Promisor Restitution Third Party Beneficiary vs. Promisee Promisee vs. Promisor

B. Assignment of Contract Rights Assignment Limitations Non-assignment Provisions Is the Assignment Revocable? An assignment for consideration is irrevocable. An assignment not for consideration is generally revocable. Exceptions: gratuitous assignment is irrevocable if: obligor has already performed; marriage; cannot be performed with one year; interest in land

Termination

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Contracts Essay Checklist

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