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  • Intent to be bound
  • Definite and certain terms
  1. Parties
  2. Subject Matter
  3. Time & Manner of Performance
  4. Price
  • Communicated to an identifiable party
a manifestation of assent to the terms of the offer in a manner invited or required.
  • by promise to perform
  • performance
Revocation of an Offer
communication of an intent not to enter into the proposed contract.
  • Effective upon receipt
  • after acceptance is ineffective
Firm Offers
alway revokable unless supported by consideration

2-205 Offers by merchants in a signed writing are not revokable during the time stated, for a reasonable time, not to exceed 3 months without consideration.
Unilateral Contracts (options)
Becomes non revokable once performance has begun.  Preparations are insufficient.  But not contract is created until performance is completed.
Counter Offer
CL - acceptance must be the mirror image of an offer.  Any variation held to be a counter-offer and deemed to be a rejection of the offer.
Death / Incapacity
terminates the power of acceptance
  • Unilateral Contracts
  • Options supported by consideration
  • 2-205 firm offers by merchants in writing
implied by law in situations where one party has conferred a benefit on another with the reasonable expectation of receiving something in return
  • based on unjust enrichment
  • applied to unconscious victims and minors in need of necessities of life
Defenses to Formation
  1. Statute of Frauds
  2. Adhesion Contracts / unconscionability
  3. Duress
  4. Fraud
  5. Illegality
  6. Lack of Capacity
  7. Mistake
Statute of Frauds
requires a writing signed by the party being sued, sufficient to show that a contract has been made.
  • Sale of goods for $5000 or more
  • Guaranteeing another's debts
  • Interest in Land for more than 1 year
  • Contracts that cannot be peformed in one year
Mutual Mistake of fact - if material leads to an unenforceable contract because of lack of mutual assent (Pearless).

Mutual Mistake in Integration - mistake in reducing the intent of the parties to writing.
Parol Evidence Rule
Applies only to a final writing.

Prevents the introduction of any prior or contemporaneous evidence to contradict a final writing.
Implied Terms
  • Course in Dealing
  • Usage in Trade
  • Course of Performance
excuses a sellers performance when there is an event, the non-occurrence of which was a basic assumption to the contract, which make the performance "commercially impracticable."
Frustration of Purpose
excuses a buyer's performance where the object of the contract for one party is the basis upon which both parties contract.
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