Contracts Review remedies are important for promissory estoppel. o Know general understanding of remedies. Restitution discourages the money that the injuring party to the injured party. Manifestation of intent – not super important. Need objective manifestation of intent. Apply test under UCC and common law. You will plug it in, in the relevant point. o Look how to apply in different situations Are the parties serious Are they too close to each other Are they finished negotiating. Are they crossing a line towards bindingness. Offer o Need to find sufficient words that you can say that there is creation of power of acceptance. Spend time looking to see what offers are. AT what point do we have a genuine something that creates a power in the other party Termination issues o Mail box rule When is a rejection effective, offer, etc. o Dickenson v. dodds o Rejection o Revocation (indirect and direct) o Counter offer o Detriment and incapacity (spend time on this. What happens to a teenager) o Duration of offer Irrevocable offers o What makes an offer irrevocable o Look for consideration built in together with irrevocable offers (87,90) o Firm offer o Option contracts o Part performance (45) Unilateral or bilateral If you choose performing, look for line in between preparation and performance. Acceptance o 2-207 is hardest part is there an expression of acceptance or a counter offer is the expression of acceptance the acceptance. if it is an expression of acceptance does it have a clause or term that makes acceptance that makes it expressly conditional. Rules for additional terms Is this a merchant or not o If between merchant you look at 1,2 and 3 o Default rules are not additional terms
Rules for different terms CISG know battle of forms. Material terms cannot come in o need to show manifestation of intent to want to enter into arrangement. o Silence as acceptance Consideration o All you have to show is something o genuine value flowing out and something flowing in plus bargain for exchange. o Exceptions Angel v. Murry Moral duty or material benefit rule o If you have consideration then you do not need a 90 analysis but if you do not then you need to do restatement 90 analyses. If it is on the line, do it. Detrimental reliance o What is the right amount of reliance. What is enough reliance. o Satisfy all of rest. 90 Reasonable, expected, just requires, o Makes offer irrevocable. Parol evidence rule o Is the agreement integrated or not? (Know this test) o Is this consistent with what is in the agreement? o 2-209 statute of frauds rule that says if the contract would satisfy require of SOF under 2-201 then it has to be in writing. What if there is reliance then it can overcome the requirement of the writing. Play with 1 year rule. Know rosenthual case and test, mutual mistake and fraud.