Contracts
Formation
Ask first: common law or UCC Article 2 (goods, merchants)? Common law requires offer, acceptance (mirror image, mailbox rule), and consideration (bargained-for exchange). An option needs consideration; a merchant's firm offer under UCC 2-205 does not. UCC 2-207 governs the battle of the forms: a definite acceptance operates even with different terms; between merchants, additional terms enter unless material, objected to, or the offer limits acceptance.
Defenses and Performance
Statute of Frauds categories (MY LEGS: marriage, year, land, executor, goods $500+, surety), with exceptions - part performance, admissions, specially manufactured goods. Parol evidence bars prior and contemporaneous terms but permits course of dealing, usage of trade, and explanations of ambiguity. Conditions must be strictly satisfied; promises need only substantial performance. Anticipatory repudiation excuses the other party. Impracticability requires an unforeseen event making performance commercially impracticable.
Remedies and Third Parties
Expectation equals benefit of the bargain; reliance and restitution are alternatives. Liquidated damages must be reasonable; specific performance is for unique goods. Third-party beneficiary rights vest on adoption, assent, or reliance. Assignment is valid unless it materially changes duties or is barred by contract; delegation is barred for personal services.
Traps
- Pre-existing duty rule; UCC changes it for part-payment checks.
- Merchant status changes many UCC rules.
- Option contracts cannot be revoked.
Worked example: Buyer sends a purchase order for 1,000 widgets; Seller ships 1,000 with an added arbitration clause. Under 2-207 a contract exists; the clause is a proposal and, between merchants, may become part unless material - arbitration clauses are often material.