2. Business Law II Professor Pamela Gershuny Fall 2011

3. UCC (Uniform Commercial Code) –Greatest Single Law Reform –Goods Restatement (Second) of Contracts –Construction or Real Estate

4. A contract is a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty. A promise is an assurance that one will or will not do something in the future.

5. Timeline T1 Formation

6. Course of Performance Usage of Trade Course of Dealing

8. B USINESS L AW II Formation Performance Enforceability T YPES OF C ONTRACTS

9. B USINESS L AW II T YPES OF C ONTRACTS

10. B USINESS L AW II 1. Bilateral – A promise for a promise. 2. Unilateral – A promise for an act (acceptance is the completed performance of the act). T YPES OF C ONTRACTS Formation (7)

11. B USINESS L AW II 3. Express – Formed by words (oral, written, or a combination). 4. Implied in fact – Formed by the conduct of the parties. 5. Quasi contract (implied in law) – Imposed by law to prevent unjust enrichment. T YPES OF C ONTRACTS Formation (7)

12. B USINESS L AW II 6. Formal – Requires a special form for creation. 7. Informal – Requires no special form for creation. T YPES OF C ONTRACTS Formation (7)

13. B USINESS L AW II T YPES OF C ONTRACTS

14. B USINESS L AW II 1. Executed – A fully performed contract. 2. Executory – A contract not fully performed. T YPES OF C ONTRACTS Performance (2)

15. B USINESS L AW II T YPES OF C ONTRACTS

16. B USINESS L AW II 1. Valid – The contract has the necessary contractual elements: agreement (offer and acceptance), consideration, legal capacity of the parties, and legal purpose. T YPES OF C ONTRACTS Enforceability (4)

17. B USINESS L AW II 2. Void – No contract exists, or there is a contract without legal obligations. 3. Voidable – One party has the option of avoiding or enforcing the contractual obligation. T YPES OF C ONTRACTS Enforceability (4)

18. B USINESS L AW II 4. Unenforceable – A contract exists, but it cannot be enforced because of a legal defense. T YPES OF C ONTRACTS Enforceability (4)

19. Employment at Will Promissory Estoppel

20. End of Types of Contracts

21. OFFERS A promise or commitment to do or refrain from doing some specified thing in the future. 1.Serious intent of offeror 2.Terms must be reasonably certain 3.Communicated to offeree, so that offeree is aware

22. 1. INTENTION Objective Test –No jokes or rages –No opinions –No plans –No ads –No negotiations

23. 2.DEFINITENESS OF TERMS +gap filling by court Identification of Parties Identification of the subject matter of the K –Quantity, services to be performed(Ruud), goods 2-204, or land Consideration Time of payment, delivery, or performance

24. 3. COMMUNICATION

25. ACCEPTANCE A voluntary act, either words or conduct that shows assent to an offer. Must be unequivocal and communicated to offeror. Unequivocal/mirror image rule Not silence Communication How? –Made in a manner and by a medium invited by the offer is operative as soon as out of the offeree’s possession, whether or not the offeror receives it Express term

26. EXCEPTIONS Sent to wrong address, wrong postage, etc. “not effective until rec’d” term First communication rec’d in case of conflict

27. DOT COM ORDERS So far so good Faxed orders –1-201(25-27)

28. REJECTION