UCC

2-102 applies to transactions in goods

2-105 goods: means all things other than the money in which the price is to be paid, investment securities, and things in action. Goods which are not
both existing and identified are future goods.
2-306. Output, Requirements and Exclusive Dealings.(1) A term which measures the quantity by the output of the seller or the requirements of thebuyer
means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in
the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.(2) A lawful
agreement by either the seller or the buyer for exclusive dealing in the kind ofgoods concerned imposes unless otherwise agreed an obligation by the
seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.
2-207 Additional terms in acceptance or confirmation between merchants alterations to timely acceptance become part of contract unless: the offer
expressly limits acceptance to the terms of the offer, they materially alter it, or notification of objection to them has already been given or is given with a
reasonable time after notice of them is received
2-201- Statute of Frauds: "MY LEGS": **Marriage, one Year, Land, Executor (or Estate), Guarantor, Sale**; unless custom goods, admission of existing
contract but for SF, or one partys full performance
UCC GAP FILLERS: "Gap Fillers"
No delivery place => assumed to be the seller's place of business
No payment time => due on delivery of goods
No delivery time => deliver the goods in a "reasonable" time
No price => going market price of the goods at the time and place of delivery
1-201(19) - Good faith: honesty in fact in the conduct or transaction concerned
1-201(b)(20) REVISION: Honesty in fact and the observance of reasonable commercial standards of fair dealing
1-304 obligation of GOOD FAITH for every contract performed under the UCC
UCC 1-303 COMPLETE IN ORDER FOR INTERPRETING WHAT A CONTRACT WAS FOR
doesnt have random points; has a hierarchy of interpretation
1. read the express term of the contract
2. does the express term resolve the ambiguity or dispute (does a plan meaning exist?)
3. if the express terms dont resolve the interpretative dispute, you turn to course of performance (most important)
4. course of dealing
5. overall usages of trade in the general industry or business that the parties are involved in
UCC 2-207
Not every possible detail is going to be explicitly and transparently agreed upon
Terms that follow the manifestation of mutual assent
CISG
16 REVOCATION: until a contract is concluded an offer may be revoked if the recovation reaches the offeree before he has dispatched an acceptance
- however an offer cannot be revoked: a)if it indicates, whether by stating a fix timed for acceptance or otherwise, that it is irrevocable, or b) if it
was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer
18(2) ACCEPTANCE: an acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not
effective if the indication of assent does not reach the offeror within the time he has fixed or, if no time is fixed, within a reasonable time, due account
being taken of the circumstances of the transaction, including the rapidity of the means of communication employed by the offeror. An oral offer must be
accepted immediately unless the circumstances indicate otherwise.
74 DAMAGES: damages for breach of contract by one party consist of a sum equal to the loss, including loss of profit, suffered by the other party as a
consequence of the breach. Such damages may not exceed the loss which the party in breach foresaw or ought to have foreseen at the time of the
conclusion of the contract, in light of the facts and matters of which he then knew or ought to have known, as a possible consequence of the breach of
contract.
77 a party who relies on a breach of contract must take such measures as are reasonable in the circumstances to mitigate the loss, including loss of
profit, resulting from the breach. If he fails to take such measures, the party in breach may claim a reduction in the damages in the amount by which the
loss should have been mitigated.
28 court applying CISG not required to administer specific performance unless the court would do so under its own law in respect of similar contracts of
sale not governed by this convention
46 buyer may require performance; substitution; repair
81(2) a party who has performed the contract either wholly or in part may claim restitution from the other party of whatever the first party has supplied or
paid under the contract. If both parties are bound to make restitution, they must do so concurrently
19 acceptance with alterations (doesnt constitute counter-offer if not materially altering)
8(3) all circumstances and practices between parties and their conduct used in determining intent of conduct
11 can be oral; no statute of frauds
12 any state which requires written contracts still governs the writing principle if business exists within that state
29 a contract may be modified or terminated by the mere agreement of the partis
8 NO parol evidence rule; intent interpreted objectively according to partys intent where other party knew or could not have been unaware of such
intent
UNIDROIT (French for one law)
to help private parties negotiating and transacting in different states have another option of law to utilize instead of CISG
often applies in international service or to fill in the gaps of where the CISG ends
purely optional
by far the most flexible of the regime
7.2.2 court defaults to specific performance unless exception applies: performance is impossible, unreasonably burdensome or expensive, party entitled
to performance may reasonably obtain performance from another source, performance is of an exclusively personal character, or (essentially laches)
party entitled to performance doesnt request it in a reasonable period of time
7.2.4 court may impose a penalty if orders specific performance and not done; shall be paid to aggrieved party
1.2 no requirement to be written
3.1.2 a contract is concluded, modified, or terminated by the mere agreement of the parties, without any further requirement
1.7 parties must act in good faith in dealing and cannot exclude or limit this duty

2.1.15 negotiating in bad faith makes you liable to other party

2.1.16 duty of confidentiality
2.1.20 no surprising terms in contracts (determined by content, language, presentation)
3.10(1) does not deal with lack of capacity
7.1.6 clauses for exemption of liability do not work if grossly unfair to do so
RESTATEMENT
Parol Evidence: Extrinsic info not allowed four
30 unless indicated, offer invites acceptance in any manner reasonable under circumstances
corners
32 if not clear if performance or promise needed to accept, offeree chooses
Exceptions
54 acceptance by performance must notify if offeror doesnt know began
1. to aid in the interpretation of existing
69 acceptance by silence only in rare circumstances (previous dealings, took benefit)
terms
86 promise for benefit received binding to the extent necessary to prevent injustice
2. to show that a writing is or is not an
90 promissory estoppel induces action; binding ONLY if necessary to prevent injustice
integrationto establish that an integration
131 requirements for writing under statute of frauds (reasonable and sufficient)
is complete or partial
14 infancy; voidable contract duties until the age of 18
3. to establish subsequent agreements or
160 action to prevent other from learning fact is equivalent to asserting fact does not exist
modifications between the parties
161 non-disclosure = assertion if
4. to show that terms were the product of
177 when undue influence makes a contract voidable
illegality, fraud, duress, mistake, lack of
153 mistake still enforceable unless would be unconscionable or other party had reason to
consideration or other invalidating cause
know of mistake or his fault caused mistake
204 - If there is a contractual agreement, then under the CL courts can supply some terms which might be reasonable in the circumstances (contractual
interpretation)
159 misrepresentation: an assertion that is not in accord with the facts
Exceptions Even if statement made is just opinion, not factual, misrepresentation defense applies Restatement 169
a. if the parties stand in a relationship of trust with each other
b. if the person to whom the opinion is shared believes that the opinion maker has special skill, judgment, or objectivity in regard to the subject
matter
c. if the person to whom the misrepresented opinion is made is particularly
Unconscionability (sliding scale)
vulnerable
1. Procedural manner in which the
162(1)
contract was negotiated and the
the statement assertion not in accord with the facts was made fraudulently
circumstances of the parties at that time.
o
intentionally made the assertion
(focus on oppression or surprise)
o
knew or was aware of the falsity of the statement
2. Substantive overly harsh or one-sided
162(2)
results
material misrepresentation
o
no intent requirement
likely to convince the reasonable person to manifest assent
person making the statement knew that this particular listener would be induced to enter into the contract because of the statement
89: a promise modifying a duty under a contract not fully performed on either side is binding a) if the modification is fair and equitable in view of
circumstances not anticipated by the parties when the contract was made; or b) to the extent provided by statute; or c)to the extent that justice requires
enforcement in view of material change of position in reliance on the promise

UCC differs from CISG: not concerned with validity of the contract, no statute of frauds (nor does UNIDROIT), CISG gives sellers a chance to correct
performance even if not on time if it does not cause buyer unreasonable
delay or inconvenience, seller may suspend delivery of goods if suspect
buyer cannot pay until buyer provides adequate assurance, allows price
reduction for non-conforming goods (avoids breach),
4 Defenses to Contract Avoidance is Permitted
1. Where promisor lacks capacity to bargain (incompetence,
infancy)
2. Assent improperly obtained
a. One party tricked or so uninformed that enforcement
would be unjust
b. Misrepresentation, duress, undue influence,
unconscionability
3. Moral reasons tell us otherwise
a. Subject matter of the contract is illegal
4. Things fall apart and we dont know who to blame or there
is nobody to blame
a. Ex. Hurricane, shut borders, governments fall, etc.
b. Impossibility of performance
c. Impracticability of performance
d. Frustration
e. Mutual mistake
:
Promissory Estoppel
Promise
Foreseeability of reliance
Justified Reliance
Avoidance of injustice

expectation interest protects what the non-breaching party expects to

gain from the contract; the law says you expected to make this profit, well
give you that profit; when you calculate, you dont just recover formulaically,
you have to also recover from the other side, out-of-pocket expenses
(otherwise youre paying for your profit directly out of the expenses you
incur)[FORESEEABLE AT THE TIME TO BREACHING PARTY]
reliance interest the law protects what the non-breaching party did, spent,
or gave up while relying on the contract being honored; its your out-of-pocket
expenses; only begins when the contract is perfected and completed
[damages in preparing to perform, performing, or in foregoing other
opportunities]
restitution interest permits the non-breaching party to recover the value,
the market or monetary value, of benefits she has conferred onto the
breaching party; [unjust enrichment w/benefit to breaching party]