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MBE Contracts and UCC Sales


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Define bilateral contract and method of accceptance
Exchange of promises

Offeree accepts by promising to do a stipulated act.
Define unilateral contract and its method of acceptance
Exchange of an act for a promise

Offeree accepts by performing stipulated act.
What elements create a contract?
Mutual assent: offer and acceptance
Absence of valid defense to formation
What are the elements of a valid offer?
Promise, undertaking, commitment
Definite terms
Identifies offeree(s)
Communicated to offeree
What are the elements of a valid real estate offer?
Identification of the land
Price terms
What are the elements of a valid offer for the sale of goods?
Quantity term
How may an offeror revoke an offer?
At will
Manifests behavior inconsistent with maintenance of offer AND the offeree is aware
Death or insanity of either party
Destruction of subject matter
Supervening illegality
Define bilateral contract and method of acceptance
Exchange of promises

Offeree accepts by promising to do a stipulated act.
When is the revocation of an offer effective?
Upon receipt
What are the limitations on an offeror's power to revoke an offer?
Firm offer under UCC
Option contract that's paid for
Reasonably foreseeable reliance
Begin performance unilateral k
In NY, how long can an offer be revoked under a unilateral contract?
Until the completion of performance
How does an offeree reject an offer
Conditional acceptance
Lapse of time
When is an offer rejection effective?
Upon receipt
How may an offeree accept an offer?
By any reasonable means unless terms unambiguously limit acceptance to particular means
In a bilateral contract, is an offer assignable?
When is an offer assignable in a bilateral contract?
Option k supported by consideration
What are the elements of a valid acceptance in bilateral k?
Offeree with power to accept
Unequivocal terms of acceptance
Communication of acceptance
What is the mirror image rule?
An acceptance must mirror the offer

No mirror image rule under UCC
In a UCC contract between merchants, what elements prevent new terms from becoming part of the offer?
Material alteration
Offeror objection
Express limitation of acceptance to terms of the offer
What is the mail box rule?
Acceptance of an offer is effective at dispatch.
What are the limitations to the mail box rule?
Option contract
Offer stipulates acceptance only effective upon receipt
If an offeree sends a rejection and then an acceptance which is effective?
Whichever arrives first
If an offeree sends an acceptance then a rejection, which is effective?
Acceptance is effective at dispatch per MBR unless the rejection arrives first AND the offeror detrimentally relies on it.
When is acceptance without communication of such effective?
The offeree silently accepts the benefits of the offer
Express waiver
Offer requires an act
Prior dealings/trade practices create commercially reasonable expectation.
What is a memorialization?
A written record of an oral agreement.
What is the definition of consideration?
A bargained-for exchange of something of legal value, i.e., detriment
When is consideration no needed to form a valid contract?
When a technical defense bars enforcement of a prior obligation AND a new promise is made in writing, that new promise needs no consideration (moral consideration suffices)
When does a past act constitute valid consideration?
When done at the request of the promisor's request.
When does the performance of a pre-existing legal duty constitute valid consideration?
When it is owed to a third party beneficiary and it is bargained for.
Under the U.C.C., when is consideration no needed?
When a contract is modified in good faith.
When is a promise illusory?
When only one party is bound to perform
When is consideration not needed to form a valid contract?
When a technical defense bars enforcement of a prior obligation AND a new promise is made in writing, that new promise needs no consideration (moral consideration suffices)
Under the U.C.C., when is consideration not needed?
When a contract is modified in good faith.
When is the right to cancel or withdraw from a contract not illusory?
When the right is limited in any way, e.g., upon reasonable notice, and supported by reasonable consideration.
What substitutes for valid consideration exist?
Promissory estoppel
What are the defenses to contract formation?
Statute of frauds
Failure of a condition
Mutual mistake (except valuation)
Unilateral mistake so long as non-mistaken party knew or should have known of the mistake
Lack of Capacity
duress or coercion
When must a contract be in writing to satisfy the statute of frauds?
Marriage: promise made in consideration of
Year lease
Land: transfer of interest
Estate debt payment promise
Goods Sale 500 or more
When does an agreement to guarantee another's debt not need to be in writing?
When the guarantor's main purpose is self-benefit.

NY: no such rule
When does the transfer in an interest in land not need to be in writing?
Need two out of three:
Payment: part or full
When does an employment contract not need to be in writing?
When there has already been full performance
When does the sale of goods for 500 or more need not be in writing?
Specialty goods
Merchant's confirmatory memo
Acceptance or part payment of goods
Full payment
Judicial admission
When must a k modification be in writing?
When the modification, not the original k, falls with the SOF.
What is the Equal Dignities Rule?
Written authority is required to enter into a k on behalf of another if the underlying k falls within the SOF.
What must a writing for the sale of goods contain?
Quantity term and signature of party asserting SOF defense
What must a writing for a lease of goods contain?
Number of items leased
Term and rental payments
Defendant's signature
What kind of third party beneficiary has no contractual rights?
Incidental beneficiary
What identifies an intended beneficiary?
Identified in k
Receives performance directly from promisor
Relationship with promisee to indicate intent to benefit
When does a TPB's rights vest?
Upon assent to promise
Suit to enforce
Material change in position in justifiable reliance on promise
Which contractual rights may not be assigned?
Substantial change in obligor's duty (unique performance)
Future rights arise from future k
Prohibited by law
A contract states that it may not be assigned. What effect?
Bars delegation of assignor's duties.
A contract states that the contractual rights are not assignable. What effect?
It is not a bar to assignment but assignment gives obligor right to sue for damages.
When is an assignment ineffective?
When an assignee has knowledge of the non-assignment clause.
True or False.

A gratuitous assignment requires consideration.
When is an assignment effective?
When the assignor manifests an intent to immediately and completely transfer his rights.
When is an assignment irrevocable?
When it's paid for.
When is a gratuitous assignment irrevocable?
Obligor has already performed.
Delivery of token chose
Simple chose is put in writing
Estoppel: detrimental reliance
How is a gratuitous assignment terminated?
Death or bankruptcy assignor
Notice of revocation: assignee or obligor
Assignor takes performance
Subsequent assignment of same right to another
In an assignment who holds privity of contract?
The assignee and obligor
When can an assignee sue an assignor?
For wrongful revocation of irrevocable assignment.
When is an assignor not liable to an assignee?
When the obligor is incapable of performing.

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