Types of contracts zbilateral vs. unilateral zexpress, implied-in-fact and quasi zexecuted vs. executory zvalid, void, voidable, and unenforceable

Elements of offer zSerious proposal yor present contractual intent zDefinite terms yquantity required zCommunication

Termination of the offer zTermination by acts of the parties yrevocation yirrevocable offers yrejection ycounteroffer zTermination by operation of law ylapse of time ydestruction of subject matter ydeath or incompetence of the parties ysupervening illegality

Acceptance of bilateral offer zUnconditional zUnequivocal ySilence as acceptance zCommunication yImplied agency rule yMailbox rule

Additional terms zNonmerchants yProposals yAccepted or rejected by offeror zMerchants yAutomatically become a part of the contract yUnless xObjected to xMaterially alter the terms of the offer xOffer expressly limits acceptance to its original terms

Acceptance of unilateral offer zNotice of performance not required z Performed with knowledge of offer zTotal or substantial performance required

Consideration zDetriment by the promisee zMutuality of obligation zPromise to forfeit a legal right that one thought he/she had zBargained for exchange ytherefore adequacy not relevant zFuture or present action ypast consideration is not consideration

Not consideration zIllusory promise zPast consideration zPre-existing duty yby statute yby prior agreement zSettlement of liquidated debt yvs. unliquidated yAccord and satisfaction

Incapacity zMinors yRight to rescind yRatification yLiability for necessaries zMental incompetence yVoid contracts vs. yVoidable zIntoxication

Illegality zMalum in se vs. malum prohibitum (in pari delicto) zLicensing laws yregulatory vs. yrevenue raising zContracts in restraint of trade xPrimary vs. ancillary (secondary) xAssociated with sale of business or employment contracts xLimited time and location zExculpatory clauses and unconscionability

Reality of consent zFraud zInnocent misrepresentation zMistake yMutual vs. yUnilateral zDuress zUndue influence

Statute of Frauds zWhen is a writing required? yTransfer of interests in land yOne-year rule yPromise of executor to pay decedent’s debts ySecondary promise to pay another’s debt yPromises made in consideration of marriage yContracts for the sale of goods over $500 zWhat constitutes a writing? yCommon law ySale of goods between merchants

Third-party beneficiaries zIntended beneficiaries yDonee yCreditor zIncidental beneficiaries

Assignments zTransfer of contract rights yno notice of transfer required yno consideration required yno writing required (equal dignities rule) zPersonal service contracts nonassignable zvs. Delegations--duties not extinguishable yvs. novations

Discharge by performance zConditions yConcurrent yCondition precedent yCondition subsequent zComplete or total performance zSubstantial performance zMaterial breach of contract zAnticipatory repudiation zImpossibility of performance

Damages zDuty of mitigation yNominal yCompensatory yConsequential or special damages yPunitive zLiquidated damage clause zSpecific performance zRescission