Contract Flowchart Colored

Is there an Offer?

Is there Consideration?

No

Yes

No

No Remedy

Yes

Is there a CounterOffer?

K is still valid if Are both $500 or written Yes more? Yes parties confirmation merchants? sent in No reasonable

Will there be Unjust QK/UE Enrichment if not QM enforced (QK)? Yes

Yes No Is there Acceptance? (Promise or Performance) Yes

UCC Statute of Frauds 2-201

No

time and no objections within 10 days

No

No Remedy

PE/DR

Are goods to be Yes specially manufacturered for buyer?

No

No Is this an offer for Sale of Goods? Yes

No

Is there Consideration? Yes Is this an offer for Sale of Goods?

No

Offer dies when the offeree made the counteroffer, unless offeror agrees Is there Detrimental Reliance for PE?

No Remedy

SoF APPLIES! Must be in Marriage Yes writing and signed by the Provision? person to be No bound Land Yes Contract?

Valid K

No

No K is NOT valid

Is K in Yes Was there a writing? Counteroffer? Yes

Statute of Frauds TBCC 26.01

No Possible to perform within a year? Yes

Yes

No

No Surety Yes agreement? No

Yes

K is valid No

Promise of Yes cure by Doc?

Have goods been paid for and accepted OR received and accepted?

Yes

Yes

No

No

Did other party admit K was made?

Battle of the Forms UCC 2-207

No No Are both parties merchants?

Is Acceptance Conditional on the add’l terms?

K is NOT valid

Yes

Yes No Does offer Does Expressly Limit counteroffer Acceptance to materially the terms of the change terms? offer? Yes Yes

No

Was Objection to  Add’l Terms made?

Yes

Valid K

Valid K

 Add’l terms are NOT part of K

 Add’l terms ARE ARE part of K

No Did the conduct of both parties imply the existence of a K even through the writings did not?

Yes

Valid K

No