Revisit: Contract essay checklist

X vs. Y

1. Governing Law ( tangible goods?)

• common law
  
• UCC Article 2---> are both parties merchants? merchant's special rules
  

2. Is there a valid K?

Mutual Assent
Offer: promise/undertaking; definite; communicate

• merchant's firm offer
• revocation
  

Acceptance

• mail box rule
  
• common law: mirror image
• UCC : Q: Offerree's different terms are part of K?

• between merchants: yes, unless: substantially change/ specific wording/?
• not between merchants: no ( offer control)
  

Consideration(bargain for exchange)

• estoppel: detrimental reliance
  

3. Does the K have a condition? What kind of condition?

• precedent condition/ concurrent condition/? condition
• waive
  

4. Any defenses?

• Mistake: patent
  
• Insane/Incapability
• Minority
  
• Statute of Frauds ( MY LEGS)

• Exception: Partial Performance
• Memo: between merchants, per oral communication's conclusion, 10 days
  

• Impossibility: objective
  
• Impracticability: subjective
  

5. Interpretation:

• Parole Evidence Rule:Oral communication prior or @ the written K is prohibited to be used to explain K if the written K is final and integrated.
  
• exception: mistake
• Is there a 3rd party beneficiary?
  

6. Have the obligations been performed? If not, was there a major or minor breach?

• anticipatory repudiation: prior the due day/ unequivocal
• bilateral
  

rescind

withhold

ignore and urge for perform

• major breach: substantial bargain-for-exchange
  
• minor breach
  

7. Remedies ( check remedies outline)

legal:

• Compensatory
• foreseeable/causation/unavoidable
  
• put Pp as had K never been breached
  
• Consequential: incidental
  
• nominal
• punitive: non, unless tortious

restitution:

• quasi K
• replevin: UCC special rule
  
• ejction
  

equitable: SP ( Cha Cha Is My Favorite Dance)

• Valid K
• Condition fulfilled
• Indequate Legal Remedy: special goods
  
• Mutual
  
• Feasibility
• Defenses: unclean hand
  

Duty to Mitigate