Contracts: Agreement

Formation, performance, and enforcement.

Common law and Article 2 of the Uniform Commercial Code (UCC).

Common law.

Contract.

Louisiana.

Contract for sale of goods.

• The need for greater uniformity of commercial law among the states.
• Remove transaction in goods from the common law by establishing a uniform set of rules in every state to facilitate commercial transactions and provide a reasonable basis for resolving problems.

Note: Article 2 only replaces only those rules under common law that do not facilitate commercial transactions.

Goods.

The relevant common law will apply.

Freedom of contract.

• An offer and acceptance.
• An exchange of legal consideration.
• The legal capacity of the parties to the agreement.
• The legality of purpose.

Void contract.

If one party may either enforce or void it without breaching the contract.

1. Express or implied.
2. Unilateral or bilateral.
3. Executory (unperformed) or executed.
4. Formal or informal.
5. Implied in fact or implied in law (quasi-contract).
6. Enforceable or unenforceable.

A voluntary agreement by the parties.

Agreement.

• Be communicate to an offeree.
• Indicate an intent to enter into a contract.
• Be sufficiently definite and certain.

A unilateral offer.

A bilateral offer.

A bilateral agreement is an exchange of two promises, but a unilateral agreement is an exchange of one party’s promise for another’s act.

Advertisement, circulars, price tags, and catalogs.

It must have clear, definite, and explicit language leaving nothing for further negotiation as an offer that empowers the offeree to accept and form an agreement.

Because if an offer is indefinite, vague, or lacking an essential provision, no agreement arises from an attempt to accept it.

Note: Minor details left for future determination do not make an agreement too vague to be an offer.

The seller agrees to supply all the buyer’s needs.

The buyer agrees to purchase all the seller produces.

If the buyer or seller acts in good faith and does not vary substantially from the estimated or normal quantity.

1. Revocation by the offeror.
2. Rejection or counteroffer by the offeree.
3. Death or incompetency of either the offeror or offeree.
4. Destruction of the specific subject matter to which the offer relates.
5. Subsequent illegality of the offer.
6. Lapse of a specified or reasonable time.

Note: Items 3-6 are referred to as terminations by operation of law.

A counteroffer.

The offeror.

Any time prior to acceptance of the offer by the offeree.

The revocation is effective when the communication is received by the offeree prior to the acceptance of the offer.

An option contract.

When a party who is a merchant with respect to a sale of goods and states in a signed writing that the offer will be held open, must keep it open for a period, not in excess of three months.

Relate to the terms of the offer and be positive, unequivocal, and unconditional.

The mirror image rule.

The offeree.

Oral, written, or any other implicit or explicit communication of a return promise to the offeror.

The deposited acceptance or mailbox rule.