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CONTRACTS MIDTERM: CONDENSED OUTLINE General Strategy: 1) 2) 3) 4) 5)

Identify legal issue (typically if K exists) Go through fact pattern chronologically using categories of analysis below Speak hypothetically, always argue both possibilities unless you can argue 100% for one side State general principles Support conclusions w/cases- analogize and distinguish

CATEGORY OF ANALYSIS

1. IS THERE A K?

i. Offer

ii. Counter offer

iii. Revocation

iv. Acceptance

PRINCIPLES AND CASES Answer after completed analysis of components of K. If Answer is yes, move on to # 2.
-An invitation to offeree to accept
-Contains all essential terms (3 Ps- parties, product, price)
-Ascertained by theorizing its policy consequences (Boots)
-Distinguished from an invitation to treat (Johnston- price quote not binding; > Dickinson- promise not binding)
-If offer is rejected, it is terminated
-Option K- offer can be left open for a "reasonable" period of time
-Firm offers- offer open for stipulated amount of time, often written
-Not essential to K, but useful to distinguish in terms of discerning offer +
acceptance
-If counter offer is made, it terminates original offer (Butler)
-If acceptance does not occur w/in a reasonable time, offer = null (Manchester Diocesan)
-Revocation is valid any time before acceptance
-Must be communicated to other party (Larkin) and is not binding until received (Byrne)
-If no consideration, then can revoke at any time bc no K (Dickinson)
-When both parties agree to be bound to perform or pay DMs
-Party making offer controls mode of acceptance (Eliason; Manchester Diocesan)

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v. Consideration

-Must be communicated to other party, cannot be given to agent (Larkin); must be done in manner in which offeror is aware of liabilities
-In retail, acceptance = when seller accepts customers' $ (Boots)
-Bilateral Ks- exchange of promises to complete their end of K
-Unilateral Ks- offers made to entire world, acceptance = performance (Denton, Lefkowitz)
-Cannot add a term after K is made (Lefkowitz; Eliason)
-Accepting goods > silence is not acceptance (statutes for consumer protection) but it can be in CL
-Battle of the forms > last K w/terms is binding- if you accept goods on terms different than desired, you may be held accountable to those terms (Butler- attempted to change this approach thru looking at all the documents to determine where there is an agreement but has not been adopted)
-Written communication w/in a reasonable amount of time =acceptance even if on different terms unless acceptance is conditional on diff terms not being present, if it alters the K or if objection is already expressed (Universal Commercial Code US)
-If acceptance beats attempt to revoke, then K is accepted, and vice versa
-Postbox rule: offer considered accepted when it is posted (Henthorn)
-Exceptions: does not apply to Option K (Howell Securities) and instantaneous technology> acceptance = when it is received (Eastern Power; Electronic Commerce Act)
-Something of value given by both parties that induces them to enter into aK
-Cts will only enforce a promise supported by full consideration (must be reciprocal - Tobias)
-Required for a K bc it is evidentiary basis of K and mechanism of accountability
-An issue if parties assert there is no K, if K is vague, if nothing is exchanged, if a party tries to change terms or when party doesn't perform

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