<!-- I prefer the colors of sky theme, but kerning is annoying --> # PCL 1L Contracts <!-- .slide: data-background="https://i.imgur.com/ScI1dkF.png" --> <!--  --> <!--  --> [@peoplescollolaw](https://twitter.com/peoplescollolaw) --- # Part I --- ## Review The first thing that should appear on your essay is the parties. ### **Plaintiff v. Defendant** How do we know which party in the fact pattern is which? The "call to the question" can often help. ---  ---  ---  ---  --- ## Governing Law (GL) The first thing we analyze in a contracts (K) essay. Is the contract governed by either - **Common Law (CL):** - services, intangibles, real property, and employment - **Uniform Commercial Code (UCC):** - sale of goods --- ## Mixed Contract? - Clearly divisible? (rare) (i.e. price for each component) - divide subject matter under CL/UCC - Otherwise apply one of two tests and govern whole contract with result - Predominant Factor Test (majority rule) - Gravamen Test (minority rule) Review factors provided last week. --- # Part II --- ## Next step for UCC essays We learned this rule last week **Merchants:** A merchant is one that regularly deals with the goods in question, or holds themselves out as an expert on the subject matter. Special rules apply to merchants, and merchants are held to a higher standard of good faith dealing. --- ## Merchants IRAC immediately after UCC GL IRAC. - both (or all) parties are merchants - one (or some) of the parties are merchants - none of the parties are merchants Use the facts to support your contention &mdash; quoting facts is good. --- Some UCC issues that will be different if merchants are involved. - Merchant Firm Offer - Merchant Confirmatory Memo(randum) - Battle of the Forms Deals specifically in those goods - Warranty issues --- "Good faith" is honesty in fact and the observance of reasonable commercial standards. UCC § 1-201(20) --- ## Types of K by Formation Express Implied --- ### **Express Contracts** Express contracts are formed by language, oral or written. --- ### **Implied Contracts** (aka Implied in Fact Contracts) Implied contracts are formed by manifestations of assent other than oral or written language. Implied contracts are often formed by the parties' conduct. --- ### **Quasi Contracts** Quasi contracts are not valid contracts, but are constructed by courts as a remedy to avoid situations of unjust enrichment. --- ## Types of K by Acceptance Bilateral Unilateral --- ### **Bilateral Contracts** The traditional bilateral contract is one consisting of the exchange of mutual promises—a promise for a promise—in which each party is both a promisor and a promisee. --- ### **Unilateral Contracts** Traditionally a unilateral contract is where an offeror requests performance rather than a promise. The offeror promises to perform on completion of the performance requested from a promisee. --- ### **Unilateral Contracts Continued** If there's an issue of revocation, add: At Common Law the offeror may revoke the offer at any time before completion of performance. Modernly, many jurisdictions consider the start of performance by an offeree to represent an option contract preventing revocation of the offer if the performance is completed in a timely manner. *Favorite MBE trick.* --- ### **Final Notes on Unilateral** *See* Barbri I.C.2.c.(1)(2). Unilateral only if one of the following: 1. Completion of performance is the only manner of acceptance. 2. Offer to the public --- ## Types of K by Validity **Void**: Without legal effect from the start (void ab initio). Unenforceable by either party. **Voidable**: One or both parties can later elect to avoid by raising certain defenses (infancy, insanity) **Unenforceable**: Valid, but unenforceable due to defenses like SOF or SOL. --- # Part III --- ## Mutual Assent *consensus ad idem* We're looking for objective intent by both parties to be bound by the agreement --- ## Formation Mutual Assent = Offer and Acceptance Consideration No Valid Defenses *** VK = OAC/ND --- ### Our cases this week *Lucy v. Zehmer* *Leonard v. Pepsico, Inc.* --- **Advertisements** Advertisements are generally not considered offers, but instead are invitations to negotiate. --- :scales: :mortar_board: [@peoplescollolaw](https://twitter.com/peoplescollolaw) :mortar_board: :scales: ---