k

Question 1

Governing law of a K

Answer 1

• the common law governs a contract that deals with services or real estate
• the UCC governs a contract that deals with the sale of goods

Question 2

Predominant purpose test

Answer 2

• the predominant purpose of the contract determines whether the common law or UCC governs.
• If the predominant purpose involves the purchase or sale of goods, the UCC applies.
• If the predominant purpose involves services or real estate, the common law applies

Question 3

indivisible Ks and what law governs

Answer 3

• the UCC and common law cannot both govern one indivisible contract at the same time
• mixed contracts must fall into either UCC contracts or common law contracts
• there is a limited exception for divisible contracts, which divide the goods and services portions into separate mini-contracts

Question 4

requirements to form a valid K

Answer 4

a traditional, enforceable contract is formed when there is
- mutual assent (a valid offer + acceptance)
- consideration (a bargained for legal detriment or promise)
- no defenses to formation that would invalidate the contract

Question 5

Requirements to form a valid offer

Answer 5

to form a valid offer, the offeror must
- manifest an objective willingness to enter into the agreement; AND
- create a power of acceptance in the offeree

Question 6

Objective test for offers

Answer 6

Offers are governed by an objective test, which means that outward apparances of words and actions are determinative, not subjective hidden intentions

Question 7

requirement for specific offeree

Answer 7

• generally an offer must be directed toward a specific offeree
• however, there is a limited exception for contest offers and reward offers that promise something to anyone who completes a certain task

Question 8

Required terms in a CL contract

Answer 8

Under the common law, all essential terms must be specified in the offer. Generally, this includes:
- the parties
- subject matter of the K
- quantity
- price

Question 9

Requriements for terms in UCC offer

Answer 9

Under the UCC, only three terms are required under the UCC
- parties
- subject
- quantity

Question 10

When is quantity not required in a UCC contract

Answer 10

• requirements and output contracts are valid under the UCC even though they do not specify an exact quantity

Question 11

requirement K

Answer 11

in a requirement K, the seller agrees to sell as much as the buyer would require

Question 12

output K

Answer 12

in an output K, the seller agrees to sell his entire production to the buyer