Contracts Approach

UCC or Common Law?

Strategic Advantage
Question Based Review
Contracts
Christopher Fromm, MBE Strategist
Type of offer- Unilateral or bilateral?
Where are we procedurally- Formation or Performance/Breach?
Who are the parties?
Is there a contract the court must enforce?
- Remedy at LAW
Is there a bargain we should enforce?
- Remedy in EQUITY

Termination of an Offer
Offer Acceptance

An objective manifestation by the

offeror of a willingness to enter into a An objective •Death of the offeror
bargain creating the power of
acceptance in the offeree.
manifestation by the
offeree to be bound by
•Revocation
the terms of the offer. •Rejection
•Counteroffer
•Lapse of time

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UCC 2-206: Non-Conforming Goods Unilateral or Bilateral?

If non-conforming goods are shipped, the shipment Unilateral Contract Bilateral Contract
serves as an acceptance and at the same time a
breach. Offeror makes Offeror and offeree
an offer that calls exchange mutual
for performance promises

Looking for action Looking for promise

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UCC 2-205: Firm Offer Rule Consideration

A signed writing by a merchant which by its terms gives

assurances that it will be held open is not revocable for
Bargained for legal detriment.
lack of consideration for the stated period of time not to
exceed three months.

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Consideration Considerations Implied in Law Contracts

Look for a valid contract
Is there a bargain the court must enforce?
Bargained for exchange
Forbearance to sue
Look for a substitute for consideration
Is there a bargain the court should enforce?
A quasi-contract is not an actual contract, rather a legal substitute for
a contract formed to impose equity between two parties.
A contract should have been formed, even though in actuality it was
not.
Used when a court faces a situation of injustice to enforce the
agreement to ensure fairness.

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