Contracts 2 2
Terms
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- Measure of Recovery for Breach of Contract
- Contract price is not the measure of recovery. The contract price is a ceiling if P is ni default or contract recovery is barred by the Statute of Frauds.
- Two Instances in Which a Unilateral Contract Exists
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1. Rward, prize, contest
2. offer expressly requires performance for acceptance - What if the contract divides payment?
- then apply UCC to sale of goods part and common law to the rest
- Offers
- An offer is a manifestation of an intention to contract. The basic test is whether a reasonable person in the position of the offereee would believe that his or her assent creates a contract.
- Content of an Offer
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1. Offer is not required to contain all material terms
2. Specific problem to watch for: missing price term in sales contract
3. Wtach for Vague or ambiguous material terms not an offer under common law or UCC. - S offers to sell Blackacre to B. Nothing is said about Price. Is this an offer?
- No because real estate contracts require that the price as well as the description are contained in the offer.
- S offers to sell her car to B. Nothing is said about price. Is this an offer?
- Yes, because the parties intend to enter into an agreement under the UCC.
- s offer to sell her car to B for a fair price. Is this an offer?
- No becuase the terms are ambiguous.
- Requirements or outputs contracts
- A contract for the sale of goods can state the quantity of goods to be delivered under the contract interms of the buyer's requirements or sellers output or in the terms of exclusivity.
- Context of the Offer
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General Rules-
1. Price quotation is not an offer.
2. An advertisement is not an offer.
Exceptions
1. Price quotation can be an offer if it is in response to a specific inquiry.
2. Ads can be an offer if it is the nature of a reward.
3. Ads can be offer if the quantity is specific and it expressly states who may accept. - Termination of Offers
- An offer cannot be accepted if it has terminated. An offer that has been terminated is dead.
- Methods of Termination
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1. Lapse of Tim
2. Words or Conduct of the Offeror
3. Words or Conduct by the Offeree
4. Death of a Party Prior to Acceptance