Attack Outline: Contracts II Is there an enforceable K? Was there K formation?

y Offer ±Restatement definition o Indefiniteness o Lack of material terms o UCC gap fillers y Acceptance (mailbox rule) o Methods: Restatement §69 on silence o Termination y Mutual Assent y Implied K o In fact (handbooks) o At law y Consideration (n/a this semester) What did the parties agree to? (Interpretation) Objective theory: jokes Misunderstanding: Restatement- both objective + subjective standard Intent of the parties Express language Omitted terms Trade usage Additional terms not included in written agreement Parol Evidence: Williston v. Corbin, Alaska Northern v. Hunt Extrinsic Evidence Form Contracts Battle of the forms: mirror image, last shot rule, UCC 2-207 Shrink wrap agreements Are there any defenses to the K? Agreement to Agree Mistake Breach of implied warranty Impossibility/Impracticability/Frustration of Purpose Restatement UCC Risk of loss Who can enforce the K? (Is there a third party) Third party beneficiaries Assignment of rights (3 exceptions) /Delegation of duties (1 exception) Problems with performance? Good Faith Substantial performance (4 factors) UCC multiple sections here! Conditions Express (condition v. promise)/Implied Material breach Minor breach- see substantial performance Anticipatory Breach

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