Contracts
Contracts tests formation, enforceability, performance, breach, and remedies under common law and UCC Article 2. Expect offer and acceptance, consideration, Statute of Frauds, parol evidence, warranties, and damages.
Formation and enforceability
An offer must be definite and communicated; acceptance must be unequivocal. Consideration is a bargained-for exchange. Under UCC § 2-205, a merchant’s signed firm offer is irrevocable for the stated time or a reasonable time, not exceeding three months. Under § 2-201, a sale of goods over $500 requires a writing, but a merchant’s confirmatory memo can satisfy the Statute of Frauds against the recipient who does not object within 10 days.
Performance and breach
Common law requires substantial performance; UCC perfect tender allows rejection unless the seller cures. Anticipatory repudiation discharges the nonbreaching party. Expectation damages put the plaintiff where performance would have; consequential damages require foreseeability under Hadley v. Baxendale.
Worked example
A merchant seller emails a buyer: “I will sell you 1,000 widgets for $10 each; this offer stays open for 60 days.” The seller signs the email. Under § 2-205, the offer is irrevocable for 60 days even without consideration. If the buyer accepts within 60 days, a contract forms; if the seller revokes on day 30, revocation is ineffective.
Traps
Do not apply UCC firm-offer rules to nonmerchants or to common-law contracts. Do not ignore the Statute of Frauds writing requirement for land and suretyship. Distinguish reliance damages from expectation. Watch the “battle of the forms” under § 2-207.