BCOR 320 1nd Edition Lecture 20 Cont. chapter 9 Sources of contract law Common Law Uniform Commercial Code• UCC Article 2 governs the sale of goods. “Goods” means anything moveable, except for money, securities, and certain legal rights.• In a mixed contract, Article 2 governs only if the primary purpose was the sale of goods. Restatement (Second) of ContractsElements of a contract: Offer - All contracts begin when a person or a company proposes a deal. Acceptance - Once a party receives an offer, he must respond to it in a certain way. Consideration - There has to be bargaining that leads to an exchange between the parties. Legality - The contract must be for a lawful purpose. Capacity - The parties must be adults of sound mind. Consent - Certain kinds of trickery and force can prevent the formation of a contract.Writing - While verbal agreements often amount to contracts, some types of contractsmust be in writing to be enforceable.Meeting of the minds: The parties can form a contract only if they had a meeting of the minds.• They must understand each other and intend to reach an agreement.These notes represent a detailed interpretation of the professor’s lecture. GradeBuddy is best used as a supplement to your own notes, not as a substitute.A judge will make an objective assessment of any disagreements about whether a contract was made -- whether or not a reasonable person would conclude that there was an agreement, based on the parties’ conduct.The offer: An offer is an act or statement that proposes definite terms and permits the other party to create a contract by accepting those terms. Invitation to Bargain• Invitation to bargain is not an offer.• An advertisement is generally not an offer.• A letter of intent may or may not be an offer, depending on the writer’s intent. Problems with Definiteness• The term of the offer must be definite.Termination of the offer: Termination by Revocation• Effective when the offeree receives it. Termination by Rejection• If an offeree rejects an offer, the rejection immediately terminates the offer. Termination by Counteroffer• If an offeree counteroffers, it is a rejection that immediately terminates the offer. Termination by Expiration• When an offer specifies a time limit for acceptance, that period if binding.• If the offer specified no time limit, the offeree has a reasonable period in whichto accept. Termination by Destruction• Destruction of subject matter terminates offer.• Illegality of subject matter terminates offferDeath or incompetency of either the offeror or offeree terminates the offerIrrevocable offer: An offer is irrevocable when:• Written• Signed by offeror• Containing essential terms/conditions including period in which irrevocable• Supported by considerationAcceptance: The offeree must say or do something to accept.• In a bilateral contract, the offeree generally must accept by making a promise.• In a unilateral contract, the offeree must accept by performing. Mirror Image Rule (Common Law)• Requires that acceptance be on precisely the same terms as the
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