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Business Law II Professor Pamela Gershuny

Fall 2011. Business Law II Professor Pamela Gershuny. UCC (Uniform Commercial Code) Greatest Single Law Reform Goods Restatement (Second) of Contracts Construction or Real Estate.

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Business Law II Professor Pamela Gershuny

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  1. Fall 2011 Business Law IIProfessor Pamela Gershuny

  2. UCC (Uniform Commercial Code) • Greatest Single Law Reform • Goods • Restatement (Second) of Contracts • Construction or Real Estate

  3. A contract is a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty. • A promise is an assurance that one will or will not do something in the future.

  4. Timeline T1 Formation

  5. Course of Performance • Usage of Trade • Course of Dealing

  6. BUSINESS LAW II TYPES OF CONTRACTS Formation Performance Enforceability

  7. BUSINESS LAW II TYPES OF CONTRACTS

  8. BUSINESS LAW II TYPES OF CONTRACTS Formation (7) 1. Bilateral – A promise for a promise. 2. Unilateral – A promise for an act (acceptance is the completed performance of the act).

  9. BUSINESS LAW II TYPES OF CONTRACTS Formation (7) 3. Express – Formed by words (oral, written, or a combination). 4. Implied in fact – Formed by the conduct of the parties. 5. Quasi contract (implied in law) – Imposed by law to prevent unjust enrichment.

  10. BUSINESS LAW II TYPES OF CONTRACTS Formation (7) 6. Formal – Requires a special form for creation. 7. Informal – Requires no special form for creation.

  11. BUSINESS LAW II TYPES OF CONTRACTS

  12. BUSINESS LAW II TYPES OF CONTRACTS Performance (2) 1. Executed – A fully performed contract. 2. Executory – A contract not fully performed.

  13. BUSINESS LAW II TYPES OF CONTRACTS

  14. BUSINESS LAW II TYPES OF CONTRACTS Enforceability (4) 1. Valid – The contract has the necessary contractual elements: agreement (offer and acceptance), consideration, legal capacity of the parties, and legal purpose.

  15. BUSINESS LAW II TYPES OF CONTRACTS Enforceability (4) 2. Void – No contract exists, or there is a contract without legal obligations. 3. Voidable – One party has the option of avoiding or enforcing the contractual obligation.

  16. BUSINESS LAW II TYPES OF CONTRACTS Enforceability (4) 4. Unenforceable – A contract exists, but it cannot be enforced because of a legal defense.

  17. Employment at Will • Promissory Estoppel

  18. End of Types of Contracts

  19. OFFERS A promise or commitment to do or refrain from doing some specified thing in the future. • Serious intent of offeror • Terms must be reasonably certain • Communicated to offeree, so that offeree is aware

  20. 1. INTENTION • Objective Test • No jokes or rages • No opinions • No plans • No ads • No negotiations

  21. DEFINITENESS OF TERMS+gap filling by court • Identification of Parties • Identification of the subject matter of the K • Quantity, services to be performed(Ruud), goods 2-204, or land • Consideration • Time of payment, delivery, or performance

  22. 3. COMMUNICATION

  23. ACCEPTANCEA voluntary act, either words or conduct that shows assent to an offer. Must be unequivocal and communicated to offeror. • Unequivocal/mirror image rule • Not silence • Communication • How? • Made in a manner and by a medium invited by the offer is operative as soon as out of the offeree’s possession, whether or not the offeror receives it • Express term

  24. EXCEPTIONS • Sent to wrong address, wrong postage, etc. • “not effective until rec’d” term • First communication rec’d in case of conflict

  25. DOT COM ORDERS • So far so good • Faxed orders • 1-201(25-27)

  26. REJECTION

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