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MA Bar: Contracts

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Contracts

Contracts tests formation, consideration, defenses, statute of frauds, interpretation, conditions, breach, and remedies, with UCC Article 2 variations for goods.

Core framework

Offer requires definite terms and intent; acceptance must mirror at common law, but UCC 2-207 allows additional terms between merchants unless material. Consideration is a bargained-for exchange; promissory estoppel is a substitute. Statute of frauds categories: marriage, year, land, executor, goods over $500, surety (MY LEGS). Parol evidence bars prior/contemporaneous oral terms if the writing is integrated. Conditions must be satisfied; material breach excuses performance. Remedies: expectation, reliance, restitution; liquidated damages must be reasonable, not penalties. UCC perfect tender allows rejection unless cure; course of dealing and usage of trade fill gaps.

Worked example

A signs a written contract to sell B a parcel of land for $500,000. The writing includes a merger clause and says "entire agreement." Before closing, B claims A orally promised to include a tractor. The land sale is within the statute of frauds; the writing is integrated. The parol evidence rule bars the oral tractor promise unless B proves fraud, mistake, or a condition precedent. The tractor is not included; B must close or breach.

Traps

Promissory estoppel is not consideration. A firm offer by a merchant must be signed and is irrevocable for up to three months. Part performance can remove a land sale from the statute of frauds only with payment, possession, and improvements (or equivalent). A penalty is unenforceable. Mitigation limits damages for employment and sale of goods. The UCC implied warranty of merchantability requires merchantability, not fitness for a particular purpose.