Article 2 is UCC Sale of Goods. We use it synonymously, but sale of goods is only one thing under the UCC.
IRAC immediately after UCC GL IRAC.
By Formation
By Acceptance
By Validity
Objective intent by both parties to be bound by the agreement
Mutual Assent = Offer and Acceptance
Consideration
No Valid Defenses
VK = OAC/ND
To be enforceable a contract must have a valid offer, acceptance, and consideration with no valid defenses to formation.
Outward manifestation of present contractual intent, communicated to the offeree in certain and definite terms, and inviting acceptance.
Using facts from the hypotheticals to prove up each element.
Is there an outward manifestation of present contractual intent?
(see barbri II.B.1(a)(b)(c))
Was the offer communicated to the offeree?
(see barbri II.B.3)
Did it grant power of acceptance?
Are there Certain and Definite terms?
CL approach
UCC approach
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
Sale of Land - need identification of the land Employment - duration or at will
Services - describe nature of work
Quantity and (ascertainable) Subject Matter.
The rest can be ascertained by applying gap fillers or implied-in-fact terms.
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.
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.
Lonergan v. Scolnick
Fairmount Glass v. Crunden-Martin Woodenware Co
Southwest Engineering Co. v. Martin Tractor
Oglebay Norton Co. v. Armco, Inc.
Headings Discussion
Timelines and multiple times in a fact pattern raising an issue.
Good situation for interrogatory headings
On Populi
5 Point Assignment
10 Point Assignments