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Sale of goods UCC Chart
Identify the Offer
Unilateral Contract
No Contract formed from this offer or acceptance. Find other facts and start again, or alternatives to Contract formation. Reliance/Restitution
K
counter-offer?
formation
Use BoF chart
Acceptance was valid.
Was there Consideration?
Mailbox Rule:
Mirror Image of Offer?
YES.
Benefit to the promisor, detriment to the promisee
Was the acceptance timely?
Neither .
Within a reasonable amount of time
Acceptance is valid the moment it is communicated to the offeror, unless a rejection was received first.
NO
Unilateral: Irrevocable if offeree begins performance--> an option contract is then formed for a reasonable amount of time. R2d 45
YES.
Bargained for exchange?
Was the offer rescinded before acceptance received?
YES.
NO.
NO.
alternatives to consideration
one thing, for another
No Need; or Valid writing, that includes: -Signature (of party to be charged) -Recognition of an agreement -Key terms.
Consideration was valid. NO.
Charitable Subscription?
YES.
Need Statute of Frauds?
(MYLEGS) see page 2
SV fall LME 2012
Acceptance by performance or silence, only if that was their custom/was specified in offer.
NO.
Gift; Illusory promise; Past consideration
Promissory Restitution or Reliance see other page
return promise
YES.
bargained for exchange
Note:
The benefit or detriment cannot be: -promise to do something they are already bound to do. -promise to refrain to do something they have no right to do.
Uncle ar terms are not substa ntial
Acceptance by
Bilateral Contract
Was there Acceptance?
An Ad Uncle ar terms are substa ntial
Assume bilateral
?
An offer was made.
Unclear or indefinite terms
Was the acceptance confined to the manner specified in the offer?
performance
A clear and definite definite promise with manifestation of intent to be bound was communicated to an offeree
No manifestation of intent to be bound
Acceptance only by complete
NO.
Part-performance Part-performance that unequivocally proves the contract
YES.
NO.
Contract formed! No K Formed, try alternatives
1
Consideration was valid.
Consideration was invalid.
Need Statute of Frauds?
Was there Promissory Restitution?
(MYLEGS) see page 2
Promise for a benefit received?
YES.
Marriage Year, or more Land sale Executor Goods sale>$500 Surety
NO.
Was it intended to be a gift?
VALID WRITING(S)?
multiple writings may be combined as one to satisfy the SoF, but only if they are signed by the promisor and/or the writing that is signed by the promisor explicitly references their agreement and/or a previous writing by the promisee.
NO.
Promise disproportionate to the benefit received?
YES.
END. no promissory restitution
NO.
Does justice require the promise to be enforced?
NO.
Factors: -unjust enrichment; -the promise made; -the benefit received YES.
The promise may be enforced. SV fall LME 2012
2
Reliance
Restitution
Trigger: Consideration failed, BFE failed, or offer revocation issue.
Trigger: When nothing else works; No K; No Consid;No SoF writing;
R2d 90
Defense to K w/ capasity, fraud, or mistake
Was there a promise? YES. Should/did the promisor reasonably expect the promise to induce action by the promise? YES.
NO.
Was there unjust enrichment?
NO.
YES. Charitable subscription?
YES.
Was the ! an officious intermeddler?
YES.
NO.
END. No Restitution.
NO. NO.
The promisee took action to his detriment.
NO.
END. No Reliance
YES.
" may be forced to pay damages.
The action was in reliance of the promise..
YES.
NO.
can injustice be avoided by enforcement of the promise? YES.
NO.
Promise is binding, and will be enforced by court..
SV fall LME 2012
3
Trigger: Sale of Goods, AKA the
UCC: Sale of Goods
transfer of the title for tangible, movable thing.
YES.
Identify the Offer Offer must be inviting acceptance
Did the offeror provide the offer would remain 'open' for a certain time?
Was it revoked before acceptance?
YES.
Was it revoked before acceptance?
NO. YES.
By Performance
NO. NO.
Was it revoked within the time the offeror said it would be open?
e.g. accepting delivery
Was the offer accepted by any reasonable means?
Valid Offer & Acceptance.
With non-material changes (&no objection w/in 10 days)
YES. NO. No Offer & Acceptance.
Try new facts or move to alternatives
With material changes
Counter-offer
Consideration? Benifit/Detriment + Bargained for?
NO.
Valid writing, that includes: -Signature (of party to be charged) -Recognition of an agreement -Key terms. INC. #
NO
from another flowchart. SV fall LME 2012
Modification after contract formation? No consideration necessary
