Common Law Contract U.C.C. Sales. CONTRACTS (Common Law Rules) 1. Is there a contract? (“Elements”) a. Agreement? (1) Offer? (Parties, subject matter, specificity, intent) (2) Acceptance? (intent, communication timing) b. Consideration from both sides? c. Capacity d. Legal purpose?
1. Is there a contract? (“Elements”)
(1) Offer? (Parties, subject matter, specificity, intent)
(2) Acceptance? (intent, communication timing)
b. Consideration from both sides?
d. Legal purpose?
e. Genuine consent (mutual mistake, fraud, duress, undue
f. “Form” – must contract be in writing?
2. Common Law rules require all elements exist before a contract
is found to exist
a. Does a contract exist?
» Degree and amount of specificity varies
» Common Law requires ____________
» U.C.C. requires ____________
» Would a judge have enough information to determine
» What the parties intended?
» What it would take to _____________________________?
b. When did contract come into existence?
» When was acceptance effective?
» ____________________ rule
» Offeror’s receipt rule
c. What amount of flexibility is there in performance requirements?
» “Reasonable” standard (_____________________)
» “Satisfaction” standard (__________________________)
» Express “conditions” in contract
a. “Law” remedies = money
(1) __________________ damages
(2) __________________ damages
(3) ________________ damages
(4) ____________________ damages
(5) Punitive damages (very rare, requires intentional tort)
b. “Equity” remedies
(1) All require proof that “_____________________________” exists
(2) “Specific performance” = court order to perform
» Unique performance
» Unusual in Common Law system
» Standard remedy in ______________________
(3) “Substantial performance”
» Remedy for party who has breached contract
(4) Quasi-contract, quantum meruit
» No contract, but court will treat situation as if a
tangible personal property.
1. Before a Common Law contract is declared to exist
requires all of the “elements” be proven to exist [not flexible]:
» Agreement (offer & acceptance)
» Contractual Capacity
» Legality (of performance)
» Genuineness of assent
» Form (which must be in writing, Statute of Frauds)
2. Before a UCC contract is declared to exist, the facts must show
that “___________________________________” [flexible]
a. All factors relevant to C.L. contract are relevant to UCC,
but are not absolutely necessary
b. UCC does not have specific rules on some things because
it assumes they are covered by general law, e.g.:
» Contractual capacity
» Rules against enforcement of contracts for illegal acts,
based on fraud, etc.
3. UCC has “default” (a/k/a “gap-filling”) provisions that provide
contract terms where the parties made no agreement:
» Time for performance (shipment, payment, etc.)
» “___________________ terms”
a. The assumed terms are what would generally be expected by
persons involved in that trade, market prices/conditions
b. Can make an agreement ________________________ terms
will apply where no specific agreement by parties
c. If there is any wish to_________________________________
must specifically agree to those different terms.
4. UCC is more like other countries’ “code law” contracts
a. CISG very close to UCC and many European codes
b. Some codes have very specific provisions for different types
» May be almost impossible to use different terms