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Table Of Contents

UCC is very liberal here:
(5) Which Promises Will be Enforced?
(6) Unconscionability See also §177-179
(7) IDIOSYNCRATIC BARGAINER- Substantial performance & Material Breach Doctrine
4) how cruel it would be to enforce adherence of that term
Economic Efficiency:
(8)+(9) ALLOCATING RISKS and EXCUSE FOR NON-PERFORMANCE
(10) REMEDIES FOR NON-PERFORMANCE: Time to Pay up!
An Alternate calculation of expectancy damages:
Or
LIMITATIONS ON EXPECTATION DAMAGES:
Exception to mitigation:
(11) CONSIDERATION DOCTRINE AND PROMISSORY ESTOPPEL
Courts that find no agreement may also find no basis for estoppel ADLER:
(12) MATERIAL BENEFIT RULE
Rest. §82 & §83 & §86
P. 232 examples
NOTES:
UCC §2-201(goods only):
There are 6 types of sales which must be in writing APPLIES TO SERVICES & GOODS!
Why do we have Statute of Frauds?
Why not have statute of frauds apply to all contracts?
Exceptions:
Rest. §213:
Rest §216:
UCC §2-202 (For Goods Only):
N.B.:
(2) OFFER AND ACCEPTANCE
BOTTOM LINE2: Steps:
(f) RESTATEMENT VIEW: §61 and §59: Follow UCC 2-207
BOTTOM LINE HYPO:
TSL:
(3) RELATIONAL CONTACTS:
YES
How Does this apply to Falstaff ?
(4) MODIFICATIONS
SEE p.122 EMANUEL FOR CASE WHERE UCC AND COMMON LAW DIFFER!
(5) LIQUIDATED DAMAGES
REST §359:
UCC §2-718: Same as Restatement
(6) RESTITUTION REVISITED
(7) INTERPRETATION/OBJECTIVE MANIFESTATION OF ASSENT/3RD
BENEFICIARY
Rest §201 UCC §
ADLER: How do we reconcile Pacific and Trident?
(8) MISTAKE- (really a continuation of interpretation.)
not clear!
Analysis:
UCC §2-615 (GOODS ONLY)
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b_adler_f04

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02/28/2014

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