Rescind Agreement by vtc12324

VIEWS: 48 PAGES: 2

More Info
									COMMON LAW CONTRACTS                                   U.C.C. SALES



OFFER:

Must be certain and definite; essential terms are      One or more of the terms may be left open; test is
price, parties, time and subject matter.               whether the parties intended to contract.

OPTION CONTRACT:                                       FIRM OFFERS:


Under the common law an offeror is not required to     A written offer by a merchant is binding on the
hold an offer open, may be revoked at any time until   merchant - offeror -- may not last more than 90 days
acceptance, with the exception of option contracts,
which are supported by separate consideration.


ACCEPTANCE:


Must conform to all the terms of the offer, must       An acceptance containing additional terms is valid
be unconditional.                                      (does not necessarily constitute a counter-offer).
                                                       If between merchants, non-material additional terms
                                                       become part of the contract unless offer precludes
                                                       this or offeror objects in a timely manner.

STATUTE OF FRAUDS:


K for the sale of goods in excess of $500 must be in   Though the S of F still applies, the writing need not
writing. Writing must contain names of parties,        be as detailed, it need only be sufficient to establish
subject matter, terms of K and consideration.          that a K was made between parties & is signed.
                                                       Writing must at least state quantity of goods sold.
                                                       S of F requirements may also be satisfied when
                                                       there is: (1) an admission,(2) a written confirmation,
                                                       (3) partial performance, and/or (4)
                                                       speciallymanufactured goods.

ASSENT:
Duress, undue influence, fraud, misrepresentation,     The additional "theory" of unconscionability is
& mistake may be used to avoid a contract.             provided, which may be used to avoid entire K,
                                                       limit the applicability of the unconscionable
                                                       clause, or remove the clause.

MODIFICATIONS:


Generally, agreements to change, modify or rescind     No additional consideration required nor is a writing
a K must be supported by additional consideration.     necessary in order to agree to rescind or modify.
                                                       UCC imposes obligation of good faith.

STATUTE OF LIMITATIONS:
Generally, state statutes provide a two year time
period.                                             UCC provides a four year statute of limitations. This
                                                    can be reduced by agreement between the parties,
                                                    but not to a period of less than one year.

								
To top