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.
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