07 Week Contracts Slides

# PCL 1L Contracts    [@peoplescollolaw](https://twitter.com/peoplescollolaw) --- # Part I ## Midterm Essay Review --- # Part II ## Review --- ## UCC and Additional or Different Terms No mirror image rule under the UCC - Additional or differing terms are an acceptance - whether they become part of the contract is a different question - Acceptance **conditioned** on additional or differing terms is a rejection unless offeror expressly assents --- ### Non-merchants If any party is a non-merchant, then additional or differing terms are "mere proposals" and not incorporated unless offeror expressly agrees. It's a different story if the parties are both merchants. --- ## Battle of the Forms (UCC 2-207) Additional terms in acceptance will become part of the contract if: 1) both parties are merchants, 2) the offer was not expressly limited to its terms, 3) the terms do not materially alter the terms of the offer, and 4) the offeror does not object in with a reasonable time (generally 10 days). --- ### Battle of the Forms continued Add this if the fact pattern has differing as opposed to additional terms. Differing terms are treated as additional terms by some jurisdictions, while others apply the "knockout rule" which discards the differing terms and supplies the term using UCC gap fillers. --- # Part III ## **Consideration** The bargained-for exchange that imposes a legal detriment on the promisee. Typically in a bilateral contract, both parties are induced by a promise to incur a detriment. --- Easiest way to answer on an essay is to spell everything out in your analysis: Party X promised to pay money, a detriment, in exchange for painting, a benefit. Party Y promised to paint, a detriment, for money, a benefit. Therefore, there's valid consideration. --- ## PMG **Gifts** Generally gifts are not valid consideration. - acts or forbearance - elements of gift - need not be economic --- ## Past or Moral Generally neither are sufficient - debt exception (revived debt) - past benefit issue (some courts) --- ## Legal Value - adequacy - token - sham (remember it means it wasn't tendered or intended to be tendered) - possibility of value - potential claim is a favorite to test --- ## Detriment and Benefit Act when under no legal obligation or forbearance when there's a legal right. --- ## **Preexisting Legal Duty** Where a party has an existing legal duty, a promise to perform or the performance of that duty is ***not consideration***. ### Exceptions - New or different (Modification) - Voidable (elective) obligation - Third party (majority view) - Honest dispute (compromise) --- ### Exceptions Continued - Unforeseen Circumstances (Impracticality Discharge) - UCC Modification - Existing debts - undisputed v. disputed - Forbearance to sue --- ## Modification An agreement between the parties to modify the terms of an existing contract. At common law modification requires new consideration. The UCC only requires good faith. --- ### Our cases this week *Kim v. Son* *Hamer v. Sidway* *Gottlieb v. Tropicana Hotel & Casino* *Fiege v. Boehm* --- :scales: :mortar_board: [@peoplescollolaw](https://twitter.com/peoplescollolaw) :mortar_board: :scales: ---