03 Week Contracts Slides

# PCL 1L Contracts    [@peoplescollolaw](https://twitter.com/peoplescollolaw) --- # 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 --- :scales: :mortar_board: [@peoplescollolaw](https://twitter.com/peoplescollolaw) :mortar_board: :scales: ---