Contracts
Formation, Performance, and Remedies
Common-law contracts require mutual assent, consideration, and no defense. An offer must be definite and communicated; acceptance must mirror the offer at common law. The UCC governs sales of goods and relaxes formation: a definite offer may be accepted in any reasonable manner, and UCC 2-207 allows additional or different terms in a merchant transaction unless they materially alter the deal or are objected to. Consideration is a bargained-for exchange; promissory estoppel can substitute when injustice is otherwise unavoidable.
The Statute of Frauds requires a writing for marriage, year-long contracts, land, executor promises, surety, and goods of $500 or more. The parol evidence rule bars prior or contemporaneous oral terms that contradict a fully integrated writing, but it permits explanations of ambiguity and consistent additional terms. Conditions precedent must occur before performance is due; substantial performance applies to common-law contracts, while the UCC uses perfect tender. Remedies include expectation, reliance, and restitution; consequential damages require foreseeability. Liquidated damages are enforceable if reasonable and difficult to estimate.
Traps and Rule of Thumb
Watch for the merchant firm offer, the merchant confirmation memo, and mixed contracts involving goods and services (use predominant purpose). Do not award expectation damages when the contract is unenforceable; consider reliance instead. Worked example: Buyer sends a purchase order; Seller responds with a form adding an arbitration clause. Under UCC 2-207, the clause may be excluded if it materially alters the bargain. Rule of thumb: identify goods versus services first, then apply the correct formation and performance rules.