Part I

Review

UCC

Article 2 is UCC Sale of Goods. We use it synonymously, but sale of goods is only one thing under the UCC.

UCC Essays — Merchants

IRAC immediately after UCC GL IRAC.

• both
• one
• none

Types of K

By Formation

• Express
• Implied
• Quasi

Types of K

By Acceptance

• Bilateral (most)
• Unilateral (mbe)

Types of K

By Validity

• Void
• Voidable
• Unenforceable

Mutual Assent

Objective intent by both parties to be bound by the agreement

Formation

Mutual Assent = Offer and Acceptance

Consideration

No Valid Defenses

VK = OAC/ND

Generally Not Offers

• Advertisements
• Catalogs
• Circular Letters
• Language thatʼs uncommitted or equivocal (e.g. Iʼm thinking about, Iʼm considering, etc.)

Part II

Valid Contract

To be enforceable a contract must have a valid offer, acceptance, and consideration with no valid defenses to formation.

The Offer

Outward manifestation of present contractual intent, communicated to the offeree in certain and definite terms, and inviting acceptance.

The Offer

Using facts from the hypotheticals to prove up each element.

The Offer

Is there an outward manifestation of present contractual intent?
(see barbri II.B.1(a)(b)(c))

The Offer

Was the offer communicated to the offeree?
(see barbri II.B.3)

Did it grant power of acceptance?

The Offer

Are there Certain and Definite terms?

CL approach
UCC approach

CL Offer Terms

Traditionally PCL style is to IRAC the mnemonic
Q T I P S

Q Quantity
T Time of Performance
I Identity of Parties
P Price
S Subject Matter

CL Offer

Sale of Land - need identification of the land Employment - duration or at will
Services - describe nature of work

UCC Offer Terms

Quantity and (ascertainable) Subject Matter.

The rest can be ascertained by applying gap fillers or implied-in-fact terms.

UCC Quantity Special

• Requirements Contract (buyer)
• Output Contract (seller)

Requirements Contract

A buyer promises to buy from a certain seller all of the goods the buyer requires, and the seller agrees to sell that amount to the buyer. The quantity cannot be unreasonably disproportionate from what the parties have established in a stated estimate, or comparable prior output.

Output Contract

A seller promises to sell to a certain buyer all of the goods the seller produces, and the buyer agrees to buy that amount from the seller. The quantity cannot be unreasonably disproportionate from what the parties have established in a stated estimate, or comparable prior output.

Part III

Our cases this week

Lonergan v. Scolnick

Fairmount Glass v. Crunden-Martin Woodenware Co

Southwest Engineering Co. v. Martin Tractor

Oglebay Norton Co. v. Armco, Inc.

Art of the Essay

• Expand and Contract
• Raise and Dismiss
• Raise and Hedge
• Headings are your friend
• Use facts, use facts, quote facts

Art of the Essay

Headings Discussion

• Issue Headings
• Interrogatory Headings

Art of the Essay

Timelines and multiple times in a fact pattern raising an issue.

Good situation for interrogatory headings

Discuss Projects for Credit

On Populi

5 Point Assignment
10 Point Assignments

@peoplescollolaw