APPLICATION

COMMON LAW Service Contracts Real Property Assignment of Legal Claims All other Ks besides Sale of Goods

IRREVOCABLE OFFERS Option Contracts o 1) Need an offer o 2) A subsidiary promise to keep the offer open; and o 3) Valid consideration, like performance (cash) or promised performance (buyer promises best efforts to get financing for the option) Construction Contracts o Majority: Where a general contractor uses a subcontractors bid to formulate his own, an implied option contract is created via promissory estoppel.

UCC Sale of Goods any movable items. Hybrid Cases transactions involving both the sale of goods and services. o Majority Rule: determined by the predominant purpose of the transaction. Consider, language of the K, nature of suppliers business, relative value of goods and services. o Minority Rule: Partition the two and apply both laws respectively. Computer Software all JX except Virginia and Maryland. Firm Offer o Merchant can make a firm offer to buy or sell goods so long as 1) the offer is made by a merchant 2) the offer is made in a writing signed by the merchant; and 3) the offer expressly states by its terms that it will be held open. o Time limit: Either for the period expressly stated; or Up to 3 months.

OFFERS

ACCEPTANCE

Mirror Image Rule o Acceptance must mirror the terms of the offer and must be communicated to the offeror. Means of communication should be the same as offerors, or reasonable, unless the following apply: o Silence Where OE uses the services, had reasonable time to reject, and has reason to know ORs intentions. Or if OR has given OE reason to think silence, it will be so long as OE intends it to be so. Previous dealings indicate silence is ok. o Performance In unilateral K, if OR fails to specify how to accept, OE can accept by completing the requested performance. o Mailbox Rule o Acceptance valid if sent before revocation is received. Exception: When offer stipulates a date the acceptance will not be valid until received. Option Contracts o Dual Responses: RS; AS; RR; AR Not Contract RS; AS; AR; RR Cotract! AS; RS; RR; AR Contract! AS; RS; AR; RR- Contract!

Acceptance may be made in an manner and by any medium reasonable under the circumstances. The UCC recognizes a binding contract, despite presence of non-conforming goods in 2 situations: o Shipment of non-conforming goods o Battle of the forms In a transaction between consumers or between a merchant and a consumer, the additional or different terms that appear in the accepatance are not part of the K and are instead mere proposals for addition to the contract, which the other party is free to accept or reject. In a transaction between merchants, there is a distinction between additional terms and different terms. Additional Terms: o Address an issue or topic not addressed in the original offer. o Become part of the K Unless: Offer expressly limits acceptance The OR objects to additional terms within a reasonable time after receiving them The additional terms would materially alter the K. Different Terms: o Exist when the offer says one thing about a particular issue and the would-be acceptance says something else. o Majority: Added to K by using the knockout rule. o Minority: Mere proposal or alteration which the OR is free to accept or reject.

STATUTE OF FRAUDS